Exhibit 10.56



                              EMPLOYMENT AGREEMENT


      AGREEMENT,  made and entered into as of the 12th day of March, 1999 by and
between Thermo Electron  Corporation,  a Delaware corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Mr.
Richard F. Syron (the "Executive").

                                 W I T N E S S E T H :

      WHEREAS,  the Company desires to employ the Executive and to enter into an
agreement  embodying  the terms of such  employment  (the  "Agreement")  and the
Executive  desires to enter into the  Agreement  and to accept such  employment,
subject to the terms and provisions of the Agreement;

      NOW,  THEREFORE,  in  consideration  of the premises and mutual  covenants
contained herein and for other good and valuable  consideration,  the receipt of
which is mutually  acknowledged,  the Company and the Executive  (individually a
"Party" and together the "Parties") agree as follows:

1.    Definitions.

      (a)  "Affiliate"  of a person or other entity shall mean a person or other
entity that  directly or  indirectly  controls,  is  controlled  by, or is under
common control with the person or other entity specified.

      (b)   "Base Salary" shall mean the salary  provided for in Section 4 below
            or any
increased salary granted to the Executive pursuant to Section 4.

      (c) "Board" shall mean the Board of Directors of the Company.

      (d) "Cause" shall mean:

          (i) the  Executive  commits  a felony  or any  crime  involving  moral
     turpitude; or

          (ii) in carrying out his duties, the Executive engages in conduct that
     constitutes willful gross neglect or willful gross misconduct  resulting in
     material economic harm to the Company.
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      (e) A "Change in Control"  shall mean an event or occurrence  set forth in
Section 1.1 of the Executive Retention Agreement attached hereto as Exhibit A.

      (f) "Constructive Termination Without Cause" shall mean termination by the
Executive of his  employment  after written notice to the Company within 30 days
following the occurrence of any of the following events without his consent:

          (i) a  reduction  in the  Executive's  then  current  Base  Salary  or
     reference bonus opportunity;

the failure to elect or reelect the Executive to any of the positions  described
in Section 3(a) or the removal of him from any such position;

          (ii)  a   material   diminution   in   the   Executive's   duties   or
     responsibilities;

          (iii) a  change  in the  reporting  structure  so that  the  Executive
     reports to someone other than the Board; or

          (iv) the failure of the Company to obtain the assumption in writing of
     its  obligation  to  perform  this  Agreement  by any  successor  to all or
     substantially  all of the  assets of the  Company  within  15 days  after a
     merger, consolidation, sale or similar transaction.

Following  written notice from the Executive,  as described  above,  the Company
shall  have 15 days in  which  to  cure.  If the  Company  fails  to  cure,  the
Executive's  termination  shall become  effective on the 16th day  following the
written notice.

      (g) "Disability" shall mean the Executive's inability,  due to physical or
mental  incapacity,  to  substantially  perform his duties and  responsibilities
under this Agreement as determined by a medical  doctor  selected by the Company
and the Executive.  If the Parties cannot agree on a medical doctor,  each Party
shall select a medical doctor and the two doctors shall select a third who shall
be the approved medical doctor for this purpose.

      (h) "Effective Date" shall mean June 1, 1999.

      (i) "Stock" shall mean the Common Stock of the Company.

      (j) "Transfer  Restrictions"  shall mean the transfer  restrictions on the
Stock covered by the Initial Stock Option described in Section 6(b) below.

2. Term of Employment. The Term of Employment shall begin on the Effective Date,
and shall extend until the third  anniversary of the Effective  Date;  provided,


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however,  that the Term of Employment shall automatically  extend for additional
one year periods after the third anniversary of the Effective Date unless either
Party shall give the other Party at least 12 months  prior  written  notice that
he/it is electing not to so extend the Term of Employment.  Notwithstanding  the
foregoing,  the Term of Employment may be earlier  terminated by either Party in
accordance with the provisions of Section 10.

3.     Position, Duties and Responsibilities.

      (a)  Commencing on the Effective  Date and continuing for the remainder of
the Term of  Employment,  the  Executive  shall be employed as the President and
Chief  Executive  Officer and be responsible  for the general  management of the
affairs of the  Company.  The  Executive,  in carrying out his duties under this
Agreement, shall report to the Board.

      (b) The Board will  nominate the  Executive  for election as a Director at
the  Annual  Meeting  of  Stockholders  to be held on May 27,  1999,  to serve a
three-year term expiring on the date of the Annual Meeting of Stockholders to be
held in the year  2002.  In the  event of a  termination  of  employment  of the
Executive for any reason (other than death),  the  Executive  shall  immediately
resign as a Director of the Company and each of its subsidiaries.

      (c) Nothing  herein shall  preclude the Executive  from (i) serving on the
boards of directors of a reasonable number of other corporations  subject to the
approval  of the Board in each case  (which  approval  has been  given as to the
boards listed in Exhibit B attached), (ii) serving on the boards of a reasonable
number of trade associations and/or charitable organizations,  (iii) engaging in
charitable  activities  and  community  affairs,  and (iv) managing his personal
investments and affairs, provided that such activities set forth in this Section
3(c) do not materially  interfere with the proper  performance of his duties and
responsibilities under Section 3(a).

4. Base Salary.  The Executive shall be paid an annualized Base Salary,  payable
in accordance  with the regular payroll  practices of the Company,  of $800,000.
The Base Salary shall be reviewed annually for increase in the discretion of the
Board.

5. Annual  Incentive Award.  During the Term of Employment,  the Executive shall
participate in the annual incentive program of the Company.  Under such program,
the Executive shall have a reference bonus each calendar year equal to $500,000,
prorated  for  partial  years.  The actual  bonus paid will be a multiple of the
reference  bonus  (from  zero to two  times the  reference  bonus).  The  actual
multiple  will  reflect  a variety  of  subjective  and  objective  factors,  as
determined by the Board.  The Executive shall be paid his annual incentive award
no later than other senior  executives are paid their annual  incentive  awards.
For the years 1999, 2000 and 2001, the Executive shall have a minimum guaranteed
bonus of  $145,833.32  for  calendar  1999,  $250,000  for  calendar  2000,  and
$104,166.68  for the first five months of 2001 (the "Minimum  Guaranteed  Bonus"
amounts).

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<PAGE>


6. Restricted Stock and Stock Option Awards.

      (a) Restricted  Stock Awards.  On the Effective Date, and on the first and
second  anniversaries  of the  Effective  Date,  the  Company  shall  grant  the
Executive  an award of a number  of  shares of Stock  (the  "Restricted  Stock")
having a market  value  equal to  $200,000  based on the  average of the closing
prices per share of Stock on the New York Stock  Exchange for the five  business
days  preceding and including the  corresponding  grant date,  substantially  in
accordance with the terms set forth in Exhibit C to this Agreement,  except that
vesting will occur on the third anniversary of each grant date.

      (b) Initial Stock Option Award.  On the Effective  Date, the Company shall
grant the Executive a 7-year non-qualified stock option award,  substantially in
the form  attached to this  Agreement  as Exhibit D, as modified by the terms of
this  Agreement,  to purchase  1,000,000  shares of  Stock,(the  "Initial  Stock
Option") with Transfer  Restrictions lapsing on the first three anniversaries of
the date of grant  (333,333  on June 1,  2000  and 2001 and  333,334  on June 1,
2002).  The exercise  price of the Initial  Stock Option shall be the average of
the  closing  prices of the Stock on the New York  Stock  Exchange  for the five
business days preceding and including June 1, 1999.

7. Employee Benefit Programs. During the Term of Employment, the Executive shall
be entitled to participate in all employee pension and welfare benefit plans and
programs  made  available to the  Company's  senior level  executives  or to its
employees  generally,  as such plans or  programs  may be in effect from time to
time, including, without limitation,  pension, profit sharing, savings and other
retirement plans or programs, medical, dental,  hospitalization,  short-term and
long-term   disability  and  life   insurance   plans,   accidental   death  and
dismemberment  protection,  travel accident insurance,  and any other pension or
retirement  plans or programs and any other  employee  welfare  benefit plans or
programs  that may be sponsored by the Company from time to time,  including any
plans that  supplement  the  above-listed  types of plans or  programs,  whether
funded or unfunded.  The Executive shall be entitled to four weeks paid vacation
per year of employment.

8. Perquisites.  During the Term of Employment,  the Executive shall be entitled
to participate in all of the Company's executive  perquisites in accordance with
the terms and conditions of such arrangements as are in effect from time to time
for the Company's senior-level executives.

9. Reimbursement of Business and Other Expenses.

      (a) The Executive is authorized to incur  reasonable  expenses in carrying
out his duties and  responsibilities  under this  Agreement  including,  without
limitation,  legal fees  incurred in the  negotiation  and  preparation  of this
Agreement,  and the Company  shall  promptly  reimburse  him for such  expenses,
subject to documentation in accordance with the Company's policy.

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<PAGE>


      (b) In  connection  with  establishing  a new  principal  residence in the
Boston area, the Company agrees to purchase the Executive's Bronxville house for
$1,500,000,  and at the closing of the sale, the Executive  shall deliver to the
Company a customary deed,  together with related  documents,  conveying good and
marketable title to the property,  free and clear of all material  easements and
encumbrances.  Following  the  purchase of the house,  the Company  will use its
reasonable  best  efforts  to resell  the house at a price  subject to the prior
approval of the Executive,  which approval shall not be  unreasonably  withheld.
Upon the sale of the house by the  Company,  either (a) the Company will pay the
Executive the excess,  if any, of the gross sales price over $1,500,000,  or (b)
the Executive  will pay the Company the excess,  if any, of $1,500,000  over the
gross sales  price.  The  Company  agrees to pay all  closing  costs,  including
brokerage fees,  incurred in connection with the purchase and subsequent sale of
the house. In addition,  the Executive shall be entitled to reimbursement of his
relocation  expenses including all reasonable  out-of-pocket  expenses of moving
his family and  personal  belongings  to a new home in the  Boston  area.  For a
period of up to six  months,  he shall also be  entitled  to  reimbursement  for
temporary  living  expenses  in the  Boston  area  while  locating  a  permanent
residence. To the extent that certain relocation expenses are considered taxable
income  to  the  Executive,  the  Company  will  relieve  the  Executive  of the
additional tax burden (federal, FICA, and state income taxes) from such costs as
well as the tax impact of the tax reimbursement itself.

10. Termination of Employment.

      (a) Termination Due to Death. In the event that the Executive's employment
is terminated due to his death, his estate or his beneficiaries, as the case may
be, shall be entitled to the following benefits:

          (i) Base Salary through the end of the month in which death occurs;

          (ii) a  pro-rata  annual  incentive  award  for the year in which  the
     Executive's  death occurs,  based on the reference bonus for such year, but
     in no event less than the Minimum  Guaranteed  Bonus for the year of death,
     payable  when annual  incentive  awards are  normally  paid to other senior
     executives;

          (iii) Transfer  Restrictions shall lapse on all Initial Stock Options,
     including  previously  exercised  Initial Stock  Options;  all  outstanding
     Initial Stock Options shall remain  exercisable  until the later of June 1,
     2002 or two years from the date of death (but in no event beyond the option
     expiration date of June 1, 2006); and

          (iv) the  restrictions  on the  Restricted  Stock granted  pursuant to
     Section 6 shall lapse.

      (b)  Termination  Due to  Disability.  In the event  that the  Executive's
employment  is  terminated  by either party due to his  Disability,  he shall be
entitled to the following benefits:

          (i) disability  benefits in accordance  with the long-term  disability
     ("LTD") program then in effect for senior executives of the Company;

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<PAGE>


          (ii) Base Salary through the end of the LTD elimination period;

          (iii) a  pro-rata  annual  incentive  award  for the year in which the
     Executive's termination occurs, based on the reference bonus for such year,
     but in no event  less  than the  Minimum  Guaranteed  Bonus for the year of
     termination,  payable when annual  incentive  awards are  normally  paid to
     other senior executives;

          (iv) Transfer  Restrictions  shall lapse on all Initial Stock Options,
     including  previously  exercised  Initial Stock  Options;  all  outstanding
     Initial Stock Options shall remain  exercisable  until the later of June 1,
     2002 or two years  from the  employment  termination  date (but in no event
     beyond the option expiration date of June 1, 2006); and

          (v) the  restrictions  on the  Restricted  Stock  granted  pursuant to
     Section 6 shall lapse.

          (vi) the  Executive  shall be entitled to continued  participation  at
     Company  expense in all medical and dental  insurance  coverage in which he
     was  participating on the date of his termination  until the earlier of (x)
     18 months  following the date of termination and (y) the date, or dates, he
     receives equivalent coverage and benefits under the plans and programs of a
     subsequent employer.

In no event shall a termination  of the  Executive's  employment  for Disability
occur until the Party  terminating  his  employment  gives written notice to the
other Party in accordance with Section 24 below.

      (c)  Termination  by the  Company  for  Cause.  In the event  the  Company
terminates the Executive's employment for Cause:

          (i) he  shall  be  entitled  to Base  Salary  through  the date of the
     termination;

          (ii)  no  further  lapsing  of  Transfer   Restrictions  shall  occur;
     Executive  shall have 90 days to exercise  all  outstanding  Initial  Stock
     Options as to which Transfer Restrictions have previously lapsed; and

          (iii)  all  Restricted  Stock  granted  under  Section  6 as to  which
     restrictions have not lapsed shall be forfeited.

      (d) Termination  without Cause or Constructive  Termination without Cause.
In the event the  Executive's  employment is  terminated by the Company  without
Cause,  other than due to  Disability,  death or the  failure of the  Company to
extend this Agreement in accordance with Section 2 hereof, or in the event there
is a Constructive  Termination without Cause, the Executive shall be entitled to
the following benefits:

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<PAGE>


          (i) Base Salary through the date of termination;

          (ii)  Base  Salary,  at the  annualized  rate in effect on the date of
     termination, for the greater of (x) 12 months and (y) the remaining Term of
     Employment following such termination (the "Salary Continuation Period");

          (iii)  a  pro-rata  annual  incentive  award  for the  year  in  which
     termination  occurs,  based on his reference bonus for such year, but in no
     event less than the Minimum  Guaranteed  Bonus for the year of termination,
     payable  when annual  incentive  awards are  normally  paid to other senior
     executives;

          (iv) an annual  incentive  award for the Salary  Continuation  Period,
     based on his reference bonus for the year in which  termination  occurs and
     payable  on  a  pro-rata  basis  in  equal  installments  over  the  Salary
     Continuation Period;

          (v) Transfer  Restrictions  shall lapse on all Initial Stock  Options,
     including  previously  exercised  Initial Stock Options;  the Initial Stock
     Options shall continue to be exercisable until the later of June 1, 2002 or
     two years from the employment  termination date (but in no event beyond the
     option expiration date of June 1, 2006);

          (vi) the  restrictions  on the  Restricted  Stock granted  pursuant to
     Section 6 shall lapse; and

          (vii) the Executive  shall be entitled to continued  participation  at
     Company  expense in all medical and dental  insurance  coverage in which he
     was  participating on the date of his termination  until the earlier of (x)
     18 months  following the date of termination and (y) the date, or dates, he
     receives equivalent coverage and benefits under the plans and programs of a
     subsequent employer.

      (e) Voluntary Termination. A termination of employment by the Executive on
his own  initiative,  other than a  termination  due to death or Disability or a
Constructive  Termination  without Cause,  shall have the same  consequences  as
provided in Section 10(c) for a termination  for Cause. A voluntary  termination
under this Section 10(e) shall be effective upon 30 days prior written notice to
the Company.

      (f)  Other  Termination  Benefits.  In the  case  of any of the  foregoing
terminations, the Executive or his estate shall also be entitled to:

          (i) the  balance  of any  incentive  awards  due  but  not  yet  paid,
     including awards due for performance periods which have been completed, but
     which have not yet been paid;

          (ii) any expense reimbursements due the Executive;

          (iii) payment of all amounts when due as a result of the termination;

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          (iv) payment of any amounts due under Section 15(c); and

          (v) other benefits,  if any, in accordance  with applicable  plans and
     programs of the Company.

      (g) Termination Following a Change in Control. Notwithstanding anything to
the contrary in this Agreement or in the Executive  Retention  Agreement between
the Executive and the Company,  the form of which is attached  hereto as Exhibit
A, in the event the Executive's employment with the Company is terminated within
18 months  following a Change in  Control,  the  Executive  shall be entitled to
benefits  equal to the greater of (a) the  benefits due and payable to him under
Section 4 of the Executive  Retention Agreement as a result of such termination,
or (b) the benefits due and payable to him under  Section 10 of this  Employment
Agreement as a result of such  termination.  In furtherance  thereof,  it is the
Parties'   understanding   that  in  the  event  of  a  termination  under  such
circumstances,  the Executive shall only be entitled to receive benefits payable
under one or the other of the foregoing  agreements (but not both) determined on
a benefit by benefit basis by the  Executive and that the term "Other  Benefits"
as defined in the  Executive  Retention  Agreement  shall not  include  benefits
payable under this Employment Agreement.

      (h) Nature of  Payments.  Any amounts due under this Section 10 are in the
nature of severance payments  considered to be reasonable by the Company and are
not in the nature of a penalty.

      (i) No  Mitigation;  No Offset.  The  Executive  shall not be  required to
mitigate  the amount of any payment or benefit  provided  in this  Section 10 by
seeking  other  employment  otherwise.  Further,  except as provided in Sections
10(b)(vi) and 10(d)(vii),  the amount of any payment or benefits provided for in
this Section 10 shall not be reduced by any compensation earned by the Executive
as a result of employment by another employer or be offset by any amount claimed
to be owed by the Executive to the Company.

11. Confidentiality.

      (a) During the Term of Employment and thereafter,  the Executive shall not
disclose  to  anyone  or  make  use  of  any  trade  secret  or  proprietary  or
confidential  information  of  the  Company,  including  such  trade  secret  or
proprietary or confidential information of any customer or other entity to which
the Company  owes an  obligation  not to  disclose  such  information,  which he
acquires  during the Term of  Employment,  including  but not limited to records
kept in the ordinary  course of business,  except (i) as such  disclosure or use
may be required or appropriate in connection with his work as an employee of the
Company or (ii) when  required to do so by a court of law,  by any  governmental
agency having  supervisory  authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) with apparent
jurisdiction  to  order  him  to  divulge,  disclose  or  make  accessible  such
information.

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      (b) Upon the termination of the Executive's employment,  the Executive (or
in the  event of his  death,  the  Executive's  personal  representative)  shall
promptly  surrender to the Company the original and all copies of any  materials
containing  confidential  information  of the  Company  which  are  then  in the
Executive's possession or control, provided, however, the Executive shall not be
required  to  surrender  his  rolodexes,  personal  diaries and other items of a
personal nature.

12. Noncompetition; Nonsolicitation.

      (a) The Executive  acknowledges  (i) that in the course of his  employment
with the Company he will become  familiar with trade secrets and customer  lists
of,  and  other  confidential  information  concerning,   the  Company  and  its
Affiliates,  customers,  and  clients  and  (ii)  that his  services  will be of
special, unique and extraordinary value to the Company.

      (b) The  Executive  agrees  that during the Term of  Employment  and for a
period of one year following his termination of employment (the  "Noncompetition
Period") he shall not in any manner, directly or indirectly, through any person,
firm, corporation or enterprise,  alone or as a member of a partnership or as an
officer, director, stockholder, investor or employee of or advisor or consultant
to any person,  firm,  corporation  or  enterprise  or  otherwise,  engage or be
engaged, or assist any other person, firm, corporation or enterprise in engaging
or being engaged, in any Competitive Activity. A Competitive Activity shall mean
a business  that (i)is being  conducted  by the Company or any  Affiliate at the
time in question and (ii) was being conducted, or was under active consideration
to be conducted, by the Company or any Affiliate, at the date of the termination
of the  Executive's  employment,  provided that  Competitive  Activity shall not
include a business of the  Company  contributing  less than 5% of the  Company's
revenues for the year in question and  provided  further that an activity  shall
not be deemed to be a Competitive Activity if the activity contributes less than
5% of the  revenues  for the year in  question  of the  business  by  which  the
Executive is employed or with which he is otherwise associated.

      (c) The Executive further agrees that during the Noncompetition  Period he
shall not (i) in any manner, directly or indirectly, induce or attempt to induce
any employee of or advisor or consultant to the Company or any of its Affiliates
to terminate or abandon his or her or its  employment or  relationship  with the
Company  or any of its  Affiliates  for  any  purpose  whatsoever,  or  (ii)  in
connection  with any business to which Section 12(b) applies,  call on, service,
solicit or otherwise do business  with any customer of the Company or any of its
Affiliates;  provided,  however, that the restriction contained in clause (i) of
this Section 12(c) shall not apply to, or interfere with, the proper performance
by the  Executive  of his duties and  responsibilities  under  Section 3 of this
Agreement.

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      (d) Nothing in this Section 12 shall  prohibit the Executive  from being a
passive  owner of not more than one  percent of the  outstanding  common  stock,
capital stock and equity of any firm,  corporation  or enterprise so long as the
Executive  has no active  participation  in the  management  of business of such
firm, corporation or enterprise.

      (e)  If  the  restrictions  stated  herein  are  found  by a  court  to be
unreasonable,  the  parties  hereto  agree  that the  maximum  period,  scope or
geographical area reasonable under such  circumstances  shall be substituted for
the  stated  period,  scope  or  area  and  that  the  court  shall  revise  the
restrictions  contained  herein  to cover  the  maximum  period,  scope and area
permitted by law.

13.  Resolution of Disputes.  Any disputes  arising under or in connection  with
this  Agreement  shall be resolved by third party  mediation of the dispute and,
failing that, by binding arbitration,  to be held in Boston,  Massachusetts,  in
accordance   with  the  rules  and   procedures  of  the  American   Arbitration
Association.  Judgment  upon the  award  rendered  by the  arbitrator(s)  may be
entered  in any  court  having  jurisdiction  thereof.  Costs of the  mediation,
arbitration or litigation including,  without limitation,  reasonable attorneys'
fees of both parties,  shall be borne by the Company.  Pending the resolution of
the  dispute,  the  Company  shall  continue  payment  of all  amounts  due  and
provisions of all benefits to which  Executive is entitled,  which amounts shall
be subject to repayment to the Company if the Company prevails.

14.  Remedies.  The  Parties  acknowledge  that  in the  event  of a  breach  or
threatened  breach of Section 11 or 12 the  Company  shall not have an  adequate
remedy at law.  Accordingly,  in the event of any breach or threatened breach of
Section 11 or 12, the  Company  shall be  entitled  to seek such  equitable  and
injunctive  relief  as may be  available  to  restrain  the  Executive  and  any
business, firm, partnership,  individual, corporation or entity participating in
the breach or threatened  breach from the violation of the provisions of Section
11 or 12.

15.  Indemnification.

      (a)  The   Executive   shall   continue  to  be   indemnified   under  the
Indemnification  Agreement  signed as of September  25, 1997, a copy of which is
attached as Exhibit E.

      (b) The Company agrees to continue and maintain a directors' and officers'
liability  insurance  policy  covering  the  Executive to the extent the Company
provides such coverage for its other senior executives.

      (c) The Company  acknowledges  the possibility that the Executive may lose
significant  benefits at his current  employer because of his entering into this
Agreement.  In the event his current  employer  refuses to pay any such benefit,
the  Executive  agrees to use his best efforts to obtain the benefit,  including
possible arbitration proceedings, if necessary. The Company will fully indemnify
the Executive for all his expenses, including legal fees, incurred in attempting
to obtain  such  benefits.  If the  Executive  is not able to obtain the benefit
before June 1, 2000,  the Company  will  indemnify  the  Executive  by paying an
amount  equal to the value of the benefit  forfeited,  but in no event more than
$1.5 million.

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16.  Assignability;  Binding  Nature.  This Agreement  shall be binding upon and
inure to the benefit of the Parties and their respective  successors,  heirs (in
the case of the  Executive)  and assigns.  Rights or  obligations of the Company
under this Agreement may be assigned or transferred by the Company pursuant to a
merger or  consolidation in which the Company is not the continuing  entity,  or
the  sale  or  liquidation  of all or  substantially  all of the  assets  of the
Company,  provided  that the assignee or  transferee  is the successor to all or
substantially  all of the assets of the Company and such  assignee or transferee
assumes the liabilities,  obligations and duties of the Company, as contained in
this Agreement,  either contractually or as a matter of law. The Company further
agrees that, in the event of a sale of assets or liquidation as described in the
preceding sentence,  it shall take whatever action it reasonably can in order to
cause  such  assignee  or  transferee  to  expressly   assume  the  liabilities,
obligations and duties of the Company hereunder. No rights or obligations of the
Executive  under this  Agreement may be assigned or transferred by the Executive
other than his rights to  compensation  and benefits,  which may be  transferred
only by will or operation of law.

17.  Representations.  The  Company  represents  and  warrants  that it is fully
authorized and empowered to enter into this  Agreement and that the  performance
of its obligations  under this Agreement will not violate any agreement  between
it and any other person, firm or organization.  The Executive represents that he
knows of no agreement  between him and any other  person,  firm or  organization
that  would  be  violated  by the  performance  of his  obligations  under  this
Agreement.

18. Entire  Agreement.  This  Agreement  contains the entire  understanding  and
agreement  between  the  Parties   concerning  the  subject  matter  hereof  and
supersedes all prior agreements,  understandings,  discussions, negotiations and
undertakings, whether written or oral, between the Parties with respect thereto.

19.  Amendment or Waiver.  No provision in this  Agreement may be amended unless
such  amendment  is agreed to in  writing  and  signed by the  Executive  and an
authorized  officer of the  Company.  No waiver by either Party of any breach by
the other Party of any condition or provision  contained in this Agreement to be
performed  by such  other  Party  shall  be  deemed  a waiver  of a  similar  or
dissimilar  condition or provision at the same or any prior or subsequent  time.
Any waiver  must be in  writing  and signed by the  Executive  or an  authorized
officer of the Company, as the case may be.

20.  Severability.  In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable  for any reason,  in whole or
in part, the remaining  provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by law
so as to achieve the purposes of this Agreement.

21. Survivorship. Except as otherwise expressly set forth in this Agreement, the
respective  rights and  obligations of the Parties  hereunder  shall survive any
termination  of  the   Executive's   employment.   This  Agreement   itself  (as
distinguished  from the Executive's  employment) may not be terminated by either
Party without the written consent of the other Party.

                                       11
<PAGE>


22.   References.   In  the  event  of  the  Executive's  death  or  a  judicial
determination of his incompetence,  reference in this Agreement to the Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

23. Governing  Law/Jurisdiction.  This Agreement shall be governed in accordance
with the laws of  Massachusetts  without  reference to principles of conflict of
laws.

24.  Notices.  All  notices  and  other  communications  required  or  permitted
hereunder  shall be in  writing  and shall be deemed  given  when (a)  delivered
personally,  (b) sent by certified or registered mail,  postage prepaid,  return
receipt requested or (c) delivered by overnight courier (provided that a written
acknowledgment  of receipt is  obtained by the  overnight  courier) to the Party
concerned  at the address  indicated  below or to such  changed  address as such
Party may subsequently give such notice of:

If to the Company:       Thermo Electron Corporation
                         81 Wyman Street
                         Waltham, MA 02254
                         Attention: Vice President and General Counsel

                  Copy: Chairman, Human Resources Committee
                        of the Board of Directors

If to the Executive:    Richard F. Syron
                        c/o Thermo Electron Corporation
                        81 Wyman Street
                        Waltham, MA 02254 .

25. Headings.  The headings of the sections  contained in this Agreement are for
convenience  only and shall not be deemed to control  or affect  the  meaning or
construction of any provision of this Agreement.

26. Counterparts. This Agreement may be executed in two or more counterparts.

                                       12
<PAGE>



      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.

                                        THERMO ELECTRON CORPORATION



                                        By:  /s/ George N. Hatsopoulos
                                             ----------------------------------
                                             George N. Hatsopoulos
                                             Chairman


                                             /s/ Richard F. Syron
                                             ----------------------------------
                                             Richard F. Syron



                                       13
<PAGE>



                                                                      EXHIBIT A

                          Executive Retention Agreement


THIS  AGREEMENT  by  and  between  THERMO  ELECTRON   CORPORATION,   a  Delaware
corporation (the "Company"),  and _________________ (the "Executive") is made as
of __________, 1999 (the "Effective Date").

      WHEREAS,   the  Company   recognizes  that,  as  is  the  case  with  many
publicly-held  corporations,  the  possibility  of a change  in  control  of the
Company  exists and that such  possibility,  and the  uncertainty  and questions
which  it may  raise  among  key  personnel,  may  result  in the  departure  or
distraction   of  key  personnel  to  the  detriment  of  the  Company  and  its
stockholders;

      WHEREAS,  the  Board  of  Directors  of  the  Company  (the  "Board")  has
determined that appropriate steps should be taken to reinforce and encourage the
continued  employment  and  dedication of the  Company's  key personnel  without
distraction  from the  possibility  of a change in  control of the  Company  and
related events and circumstances; and

      NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance  benefits  set forth in this  Agreement  in the event the  Executive's
employment  with the Company is  terminated  under the  circumstances  described
below subsequent to a Change in Control (as defined in Section 1.1).

      1.    Key Definitions.

      As used herein,  the following  terms shall have the following  respective
meanings:

            1.1 "Change in Control"  means an event or  occurrence  set forth in
any one or more of  subsections  (a)  through (d) below  (including  an event or
occurrence  that  constitutes a Change in Control under one of such  subsections
but is specifically exempted from another such subsection):

                  (a) the acquisition by an individual,  entity or group (within
the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership of
any  capital  stock of the  Company  if,  after such  acquisition,  such  Person
beneficially  owns  (within  the  meaning  of Rule 13d-3  promulgated  under the
Exchange  Act) 40% or more of either (i) the  then-outstanding  shares of common
stock of the  Company  (the  "Outstanding  Company  Common  Stock")  or (ii) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding  Company Voting
Securities");  provided,  however, that for purposes of this subsection (a), the
following  acquisitions  shall  not  constitute  a Change  in  Control:  (i) any

<PAGE>


acquisition by the Company,  (ii) any  acquisition by any employee  benefit plan
(or related  trust)  sponsored or maintained  by the Company or any  corporation
controlled by the Company, or (iii) any acquisition by any corporation  pursuant
to a transaction  which  complies with clauses (i) and (ii) of subsection (c) of
this Section 1.1; or

                  (b) such time as the  Continuing  Directors (as defined below)
do not  constitute  a majority  of the Board (or,  if  applicable,  the Board of
Directors of a successor corporation to the Company), where the term "Continuing
Director"  means at any date a member  of the  Board (i) who was a member of the
Board on the date of the  execution of this  Agreement or (ii) who was nominated
or elected  subsequent  to such date by at least a majority of the directors who
were  Continuing  Directors at the time of such  nomination or election or whose
election to the Board was  recommended or endorsed by at least a majority of the
directors  who  were  Continuing  Directors  at the time of such  nomination  or
election;  provided, however, that there shall be excluded from this clause (ii)
any  individual  whose initial  assumption of office  occurred as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened  solicitation of proxies or consents, by
or on behalf of a person other than the Board; or

                  (c)   the    consummation   of   a   merger,    consolidation,
reorganization,  recapitalization  or statutory  share  exchange  involving  the
Company or a sale or other disposition of all or substantially all of the assets
of the Company in one or a series of  transactions  (a "Business  Combination"),
unless,  immediately following such Business Combination,  each of the following
two conditions is satisfied: (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding  Company Common Stock
and Outstanding  Company Voting  Securities  immediately  prior to such Business
Combination  beneficially  own,  directly  or  indirectly,  more than 60% of the
then-outstanding  shares of common  stock and the  combined  voting power of the
then-outstanding  securities  entitled  to vote  generally  in the  election  of
directors,  respectively,  of the  resulting  or acquiring  corporation  in such
Business  Combination (which shall include,  without  limitation,  a corporation
which as a result of such transaction  owns the Company or substantially  all of
the Company's assets either directly or through one or more subsidiaries)  (such
resulting  or  acquiring  corporation  is referred  to herein as the  "Acquiring
Corporation")  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such  Business  Combination,  of the  Outstanding  Company
Common Stock and Outstanding Company Voting Securities,  respectively;  and (ii)
no Person (excluding the Acquiring  Corporation or any employee benefit plan (or
related  trust)  maintained  or  sponsored  by the  Company or by the  Acquiring
Corporation) beneficially owns, directly or indirectly,  40% or more of the then
outstanding  shares  of common  stock of the  Acquiring  Corporation,  or of the
combined  voting power of the  then-outstanding  securities of such  corporation
entitled to vote generally in the election of directors; or

                  (d) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.


                                       2
<PAGE>


            1.2  "Change in Control  Date"  means the first date during the Term
(as defined in Section 2) on which a Change in Control occurs.  Anything in this
Agreement to the contrary  notwithstanding,  if (a) a Change in Control  occurs,
(b) the Executive's  employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is reasonably  demonstrated by
the Executive  that such  termination  of employment (i) was at the request of a
third  party who has taken  steps  reasonably  calculated  to effect a Change in
Control or (ii)  otherwise  arose in  connection  with or in  anticipation  of a
Change in  Control,  then for all  purposes  of this  Agreement  the  "Change in
Control  Date"  shall  mean  the  date  immediately  prior  to the  date of such
termination of employment.

            1.3 "Cause"  means the  Executive's  willful  engagement  in illegal
conduct or gross misconduct after the Change in Control Date which is materially
and demonstrably  injurious to the Company. For purposes of this Section 1.3, no
act or failure to act by the Executive shall be considered  "willful"  unless it
is done, or omitted to be done, in bad faith and without  reasonable belief that
the Executive's action or omission was in the best interests of the Company.

            1.4 "Good  Reason"  means the  occurrence,  without the  Executive's
written consent,  of any of the events or circumstances set forth in clauses (a)
through  (g)  below.  Notwithstanding  the  occurrence  of  any  such  event  or
circumstance,  such occurrence shall not be deemed to constitute Good Reason if,
prior to the Date of Termination specified in the Notice of Termination (each as
defined in Section 3.2(a)) given by the Executive in respect thereof, such event
or  circumstance  has been fully corrected and the Executive has been reasonably
compensated for any losses or damages  resulting  therefrom  (provided that such
right of  correction  by the  Company  shall only  apply to the first  Notice of
Termination for Good Reason given by the Executive).

                  (a) the assignment to the Executive of duties  inconsistent in
any material respect with the Executive's  position (including status,  offices,
titles and  reporting  requirements),  authority or  responsibilities  in effect
immediately  prior to the  earliest to occur of (i) the Change in Control  Date,
(ii) the date of the execution by the Company of the initial  written  agreement
or  instrument  providing  for the  Change in  Control  or (iii) the date of the
adoption by the Board of Directors of a resolution  providing  for the Change in
Control  (with the  earliest  to occur of such dates  referred  to herein as the
"Measurement  Date") or a material  diminution  in such  position,  authority or
responsibilities;

                  (b) a reduction  in the  Executive's  annual base salary as in
effect on the Measurement Date or as the same was or may be increased thereafter
from time to time;

                                       3
<PAGE>

                  (c) the failure by the  Company to (i)  continue in effect any
material  compensation or benefit plan or program  (including without limitation
any life  insurance,  medical,  health and accident or  disability  plan and any
vacation  or  automobile  program  or policy)  (a  "Benefit  Plan") in which the
Executive participates or which is applicable to the Executive immediately prior
to the Measurement Date, unless an equitable arrangement (embodied in an ongoing
substitute  or  alternative  plan) has been made  with  respect  to such plan or
program,  (ii)  continue  the  Executive's  participation  therein  (or in  such
substitute or alternative  plan) on a basis not  materially  less favorable than
the basis existing  immediately  prior to the Measurement  Date (iii) award cash
bonuses to the  Executive  in amounts and in a manner  substantially  consistent
with past  practice  in light of the  Company's  financial  performance  or (iv)
continue to provide any material fringe benefit enjoyed by Executive immediately
prior to the Measurement Date;

                  (d) a change  by the  Company  in the  location  at which  the
Executive  performs his principal  duties for the Company to a new location that
is both  (i)  outside  a  radius  of 50 miles  from  the  Executive's  principal
residence  immediately prior to the Measurement Date and (ii) more than 30 miles
from the location at which the Executive  performed his principal duties for the
Company  immediately  prior to the  Measurement  Date; or a  requirement  by the
Company that the Executive travel on Company business to a substantially greater
extent than required immediately prior to the Measurement Date;

                  (e) the  failure of the Company to obtain the  agreement  from
any successor to the Company to assume and agree to perform this  Agreement,  as
required by Section 6.1;

                  (f) a  purported  termination  of the  Executive's  employment
which  is not  effected  pursuant  to a Notice  of  Termination  satisfying  the
requirements of Section 3.2(a); or

                  (g)  any  failure  of the  Company  to pay or  provide  to the
Executive any portion of the Executive's  compensation or benefits due under any
Benefit  Plan within  seven days of the date such  compensation  or benefits are
due, or any material  breach by the Company of this  Agreement or any employment
agreement with the Executive.

       The  Executive's  right to terminate his employment for Good Reason shall
not be affected by his incapacity due to physical or mental illness.

            1.5  "Disability"  means the Executive's  absence from the full-time
performance  of the  Executive's  duties with the  Company  for 180  consecutive
calendar days as a result of incapacity due to mental or physical  illness which
is determined  to be total and permanent by a physician  selected by the Company
or its  insurers  and  acceptable  to the  Executive  or the  Executive's  legal
representative.

                                       4
<PAGE>

      2. Term of Agreement.  This  Agreement,  and all rights and obligations of
the  parties  hereunder,  shall take effect  upon the  Effective  Date and shall
expire  upon the first to occur of (a) the  expiration  of the Term (as  defined
below) if a Change in Control has not occurred  during the Term, (b) the date 18
months after the Change in Control Date,  if the Executive is still  employed by
the Company as of such later date, or (c) the  fulfillment by the Company of all
of its obligations  under Sections 4 and 5.2 if the Executive's  employment with
the Company  terminates  within 18 months  following the Change in Control Date.
"Term" shall mean the period  commencing as of the Effective Date and continuing
in effect  through  December 31, 2003;  provided,  however,  that  commencing on
January 1, 2003 and each January 1, thereafter,  the Term shall be automatically
extended for one  additional  year  unless,  not later than 90 days prior to the
scheduled  expiration of the Term (or any extension thereof),  the Company shall
have given the Executive written notice that the Term will not be extended.

      3. Employment Status; Termination Following Change in Control.

            3.1 Not an Employment Contract. The Executive acknowledges that this
Agreement  does not constitute a contract of employment or impose on the Company
any  obligation to retain the  Executive as an employee and that this  Agreement
does not prevent the Executive from  terminating  employment at any time. If the
Executive's   employment  with  the  Company   terminates  for  any  reason  and
subsequently  a Change  in  Control  shall  occur,  the  Executive  shall not be
entitled to any  benefits  hereunder  except as otherwise  provided  pursuant to
Section 1.2.

            3.2   Termination of Employment.

                  (a) If the Change in Control Date occurs during the Term,  any
termination  of the  Executive's  employment  by the Company or by the Executive
within 18 months  following  the Change in Control  Date  (other than due to the
death of the Executive)  shall be  communicated by a written notice to the other
party hereto (the "Notice of Termination"),  given in accordance with Section 7.
Any Notice of Termination shall: (i) indicate the specific termination provision
(if any) of this Agreement relied upon by the party giving such notice,  (ii) to
the  extent   applicable,   set  forth  in  reasonable   detail  the  facts  and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment  under the  provision  so  indicated  and (iii)  specify  the Date of
Termination (as defined below). The effective date of an employment  termination
(the "Date of Termination") shall be the close of business on the date specified
in the Notice of  Termination  (which  date may not be less than 15 days or more
than 120 days after the date of delivery of such Notice of Termination),  in the
case of a termination  other than one due to the Executive's  death, or the date
of the Executive's  death, as the case may be. In the event the Company fails to
satisfy the  requirements  of Section 3.2(a)  regarding a Notice of Termination,
the purported termination of the Executive's  employment pursuant to such Notice
of Termination shall not be effective for purposes of this Agreement.

                  (b) The failure by the  Executive  or the Company to set forth
in the Notice of Termination  any fact or  circumstance  which  contributes to a
showing of Good  Reason or Cause shall not waive any right of the  Executive  or
the Company,  respectively,  hereunder or preclude the Executive or the Company,
respectively,  from  asserting  any such fact or  circumstance  in enforcing the
Executive's or the Company's rights hereunder.

                                       5
<PAGE>

                  (c) Any Notice of  Termination  for Cause given by the Company
must  be  given   within  90  days  of  the   occurrence   of  the  event(s)  or
circumstance(s)  which  constitute(s)  Cause. Prior to any Notice of Termination
for Cause being given (and prior to any termination for Cause being  effective),
the  Executive  shall be entitled to a hearing  before the Board of Directors of
the Company at which he may, at his election,  be  represented by counsel and at
which he shall have a reasonable  opportunity to be heard. Such hearing shall be
held on not less than 15 days prior written notice to the Executive  stating the
Board of  Directors'  intention to terminate the Executive for Cause and stating
in  detail  the  particular  event(s)  or  circumstance(s)  which  the  Board of
Directors believes constitutes Cause for termination.

                  (d) Any Notice of  Termination  for Good  Reason  given by the
Executive  must be given  within 90 days of the  occurrence  of the  event(s) or
circumstance(s) which constitute(s) Good Reason.

      4.    Benefits to Executive.

            4.1 Stock Acceleration.  If the Change in Control Date occurs during
the Term, then,  effective upon the Change in Control Date, (a) each outstanding
option to purchase  shares of Common Stock of the Company held by the  Executive
shall become immediately  exercisable in full and will no longer be subject to a
right of repurchase  by the Company and (b) each  outstanding  restricted  stock
award  shall be deemed to be fully  vested  and will no longer be  subject  to a
right of repurchase by the Company.

            4.2  Compensation.  If the Change in Control Date occurs  during the
Term and the Executive's employment with the Company terminates within 18 months
following  the Change in Control Date,  the  Executive  shall be entitled to the
following benefits:

                  (a)  Termination  Without  Cause  or for Good  Reason.  If the
Executive's employment with the Company is terminated by the Company (other than
for Cause,  Disability  or Death) or by the  Executive for Good Reason within 18
months  following  the  Change in  Control  Date,  then the  Executive  shall be
entitled to the following benefits:

                        (i)   the Company  shall pay to the  Executive in a lump
sum in cash within 30 days after the Date of Termination the aggregate of the
following amounts:

                              (1)   the  sum  of  (A)  the   Executive's   base
salary through the Date of Termination, (B) the product of (x) the annual  bonus
paid  or payable  (including  any  bonus  or  portion  thereof  which  has  been
earned  but  deferred) for the  most recently  completed  fiscal year and (y) a



                                       6
<PAGE>

fraction,  the numerator of  which is the number of days in the current  fiscal
 year through the Date of  Termination,  and the denominator of which is 365 and
(C)  the  amount  of  any  compensation  previously  deferred  by  the Executive
(together  with  any  accrued interest  or  earnings  thereon) and  any  accrued
vacation pay, in each case to the extent not  previously  paid  (the sum  of the
amounts  described  in clauses (A), (B), and (C) shall  be  hereinafter referred
to as the "Accrued Obligations"); and

                              (2) the amount  equal to (A) three  multiplied  by
(B) the sum of (x) the  Executive's  highest  annual base salary in any  twelve-
month period (on a  rolling  basis) during  the  five-year  period prior  to the
Change in Control Date and (y) the  Executive's  highest  annual  bonus  in  any
twelve-month period (on a rolling  basis) during  the five-year  period prior to
the Change in Control Date.

                        (ii) for three years after the Date of  Termination,  or
such  longer  period  as  may  be provided by the terms of the appropriate plan,
program,  practice  or  policy,  the  Company shall continue to provide benefits
to the Executive and the Executive's  family at least equal to those which would
have been provided to them if the Executive's employment had not been terminated
in  accordance  with  the applicable  Benefit Plans in effect on the Measurement
Date or,  if  more  favorable  to  the  Executive  and  his  family,  in  effect
generally at  any  time  thereafter with respect to other peer executives of the
Company and its affiliated   companies;   provided,   however,   that   if   the
Executive  becomes reemployed with another employer and is eligible to receive a
particular type of benefits (e.g., health insurance benefits) from such employer
on terms at least as  favorable  to the  Executive and his family as those being
provided by the Company,  then  the  Company  shall no  longer  be  required  to
provide  those particular benefits to the Executive and his family;

                        (iii) to the extent not  previously  paid  or  provided,
the Company  shall  timely  pay or  provide to the  Executive  any other amounts
or benefits  required to be paid or provided or which the  Executive is eligible
to receive following the Executive's termination  of employment  under any plan,
program,  policy,  practice,  contract  or  agreement  of the  Company  and  its
affiliated  companies  (such other  amounts and  benefits  shall be  hereinafter
referred to as the "Other Benefits"); and

                        (iv)  for  purposes  of determining eligibility (but not
the time of commencement of benefits) of  the  Executive for retiree benefits to
which the Executive is  entitled,  the  Executive  shall  be  considered to have
remained  employed  by  the  Company  until  three  years  after  the  Date  of
Termination.

                  (b) Resignation without Good Reason;  Termination for Death or
Disability.  If the Executive  voluntarily  terminates his  employment  with the
Company  within 18 months  following  the Change in Control  Date,  excluding  a
termination for Good Reason,  or if the Executive's  employment with the Company
is terminated by reason of the Executive's  death or Disability within 18 months
following  the  Change  in  Control  Date,  then the  Company  shall (i) pay the
Executive (or his estate,  if applicable),  in a lump sum in cash within 30 days
after the Date of  Termination,  the Accrued  Obligations and (ii) timely pay or
provide to the Executive the Other Benefits.


                                       7
<PAGE>


                  (c)  Termination  for Cause.  If the  Company  terminates  the
Executive's employment with the Company for Cause within 18 months following the
Change in Control Date, then the Company shall (i) pay the Executive,  in a lump
sum in cash  within 30 days  after the Date of  Termination,  the sum of (A) the
Executive's  annual base  salary  through  the Date of  Termination  and (B) the
amount of any compensation previously deferred by the Executive, in each case to
the extent not previously  paid, and (ii) timely pay or provide to the Executive
the Other Benefits.

            4.3   Taxes.

                  (a) In the event  that the  Company  undergoes  a  "Change  in
Ownership or Control" (as defined below), and thereafter,  the Executive becomes
eligible to receive  "Contingent  Compensation  Payments" (as defined below) the
Company shall, as soon as administratively  feasible after the Executive becomes
so eligible determine and notify the Executive (with reasonable detail regarding
the basis for its  determinations)  (i) which of the payments or benefits due to
the  Executive   following  such  Change  in  Ownership  or  Control  constitute
Contingent  Compensation  Payments,  (ii) the amount,  if any, of the excise tax
(the "Excise Tax") payable pursuant to Section 4999 of the Internal Revenue Code
of 1986,  as  amended  (the  "Code"),  by the  Executive  with  respect  to such
Contingent  Compensation  Payment and (iii) the amount of the "Gross-Up Payment"
(as  defined  below)  due to the  Executive  with  respect  to  such  Contingent
Compensation  Payment.  Within  30 days  after  delivery  of such  notice to the
Executive, the Executive shall deliver a response to the Company (the "Executive
Response")  stating  either (A) that he agrees with the Company's  determination
pursuant  to  the  preceding  sentence  or  (B)  that  he  disagrees  with  such
determination,  in which case he shall indicate  which payment  and/or  benefits
should be characterized as a Contingent  Compensation Payment, the amount of the
Excise Tax with respect to such Contingent  Compensation  Payment and the amount
of the Gross-Up  Payment due to the  Executive  with respect to such  Contingent
Compensation  Payment. If the Executive states in the Executive Response that he
agrees with the  Company's  determination,  the Company  shall make the Gross-Up
Payment to the Executive  within three business days  following  delivery to the
Company of the  Executive  Response.  If the  Executive  states in the Executive
Response that he disagrees with the Company's determination,  then, for a period
of 15 days following delivery of the Executive  Response,  the Executive and the
Company shall use good faith efforts to resolve such dispute. If such dispute is
not  resolved  within  such  15-day  period,   such  dispute  shall  be  settled
exclusively  by  arbitration in Boston,  Massachusetts,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having jurisdiction.  The Company
shall,  within  three  business  days  following  delivery to the Company of the
Executive  Response,  make to the Executive those Gross-Up  Payments as to which
there is no dispute between the Company and the Executive regarding whether they
should be made. The balance of the Gross-Up  Payments shall be made within three
business  days  following  the  resolution  of such  dispute.  The amount of any
payments to be made to the Executive  following  the  resolution of such dispute
shall be increased by the amount of the accrued interest thereon computed at the
prime rate  announced  from time to time by The Wall Street  Journal  compounded
monthly from the date that such payments  originally were due. In the event that
the Executive  fails to deliver an Executive  Response on or before the required
date, the Company's initial determination shall be final.

                                       8
<PAGE>

                  (b) For  purposes of this Section  4.3,  the  following  terms
shall have the following respective meanings:

                        (i)   "Change in  Ownership  or  Control"  shall  mean a
change  in  the  ownership  or  effective  control  of  the  Company  or  in the
ownership  of a substantial  portion of the assets of the Company  determined in
accordance with Section 280G(b)(2) of the Code.

                        (ii) "Contingent Compensation Payment" shall mean any
payment (or benefit) in the nature of compensation that is made or supplied to a
"disqualified  individual"  (as defined in Section 280G(c) of the Code) and that
is contingent (within the meaning of Section  280G(b)(2)(A)(i) of the Code) on a
Change in Ownership or Control of the Company.

                        (iii)  "Gross-Up  Payment" shall mean an amount equal to
the  sum  of  (i)  the  amount  of  the  Excise Tax  payable  with  respect to a
Contingent  Compensation  Payment  and  (ii)  the  amount  necessary  to pay all
additional taxes imposed on (or economically  borne by) the Executive (including
the  Excise Taxes, state   and   federal   income   taxes   and  all  applicable
withholding   taxes) attributable  to  the  receipt  of such  Gross-Up  Payment.
For  purposes  of  the  preceding  sentence,  all  taxes  attributable  to  the
receipt  of the  Gross-Up Payment  shall be computed  assuming  the  application
of the maximum tax rates provided by law.

            4.4 Outplacement  Services. In the event the Executive is terminated
by the Company  (other than for Cause,  Disability  or Death),  or the Executive
terminates  employment for Good Reason, within 18 months following the Change in
Control Date,  the Company shall provide  outplacement  services  through one or
more outside  firms of the  Executive's  choosing up to an aggregate of $25,000,
with such  services to extend until the earlier of (i) 12 months  following  the
termination  of  Executive's  employment or (ii) the date the Executive  secures
full time employment.

            4.5 Mitigation.  The Executive shall not be required to mitigate the
amount of any  payment or  benefits  provided  for in this  Section 4 by seeking
other  employment  or  otherwise.   Further,   except  as  provided  in  Section
4.2(a)(ii), the amount of any payment or benefits provided for in this Section 4
shall not be reduced by any compensation  earned by the Executive as a result of
employment by another employer,  by retirement  benefits,  by offset against any
amount claimed to be owed by the Executive to the Company or otherwise.

                                       9
<PAGE>


      5.    Disputes.

            5.1 Settlement of Disputes; Arbitration. All claims by the Executive
for benefits  under this  Agreement  shall be directed to and  determined by the
Board of  Directors  of the Company  and shall be in writing.  Any denial by the
Board of  Directors  of a claim  for  benefits  under  this  Agreement  shall be
delivered to the  Executive in writing and shall set forth the specific  reasons
for the denial and the specific  provisions of this  Agreement  relied upon. The
Board of Directors shall afford a reasonable  opportunity to the Executive for a
review of the  decision  denying a claim.  Any  further  dispute or  controversy
arising under or in connection with this Agreement shall be settled  exclusively
by arbitration  in Boston,  Massachusetts,  in accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.

            5.2  Expenses.  The Company  agrees to pay as incurred,  to the full
extent permitted by law, all legal, accounting and other fees and expenses which
the  Executive  may  reasonably  incur  as a  result  of any  claim  or  contest
(regardless  of the outcome  thereof) by the  Company,  the  Executive or others
regarding the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive  regarding the amount of any payment or benefits
pursuant to this  Agreement),  plus in each case interest on any delayed payment
at the  applicable  Federal rate  provided for in Section  7872(f)(2)(A)  of the
Code.

      6.    Successors.

            6.1  Successor to Company.  The Company  shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially  all of the business or assets of the Company  expressly to
assume and agree to perform  this  Agreement to the same extent that the Company
would be required to perform it if no such  succession had taken place.  Failure
of the  Company to obtain an  assumption  of this  Agreement  at or prior to the
effectiveness  of any  succession  shall be a breach of this Agreement and shall
constitute Good Reason if the Executive elects to terminate  employment,  except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this  Agreement,  "Company"  shall mean the  Company  as  defined  above and any
successor  to its business or assets as  aforesaid  which  assumes and agrees to
perform this Agreement, by operation of law or otherwise.

                                       10
<PAGE>

            6.2  Successor  to  Executive.  This  Agreement  shall  inure to the
benefit  of  and  be   enforceable   by  the   Executive's   personal  or  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If the Executive should die while any amount would still
be payable  to the  Executive  or his  family  hereunder  if the  Executive  had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance  with the terms of this Agreement to the executors,  personal
representatives or administrators of the Executive's estate.

      7.  Notice.  All  notices,  instructions  and other  communications  given
hereunder  or in  connection  herewith  shall be in  writing.  Any such  notice,
instruction or communication shall be sent either (i) by registered or certified
mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide  overnight courier service, in each case addressed to the Company, at
81 Wyman Street, Waltham,  Massachusetts and to the Executive at the Executive's
principal  residence as currently reflected on the Company's records (or to such
other address as either the Company or the  Executive may have  furnished to the
other in  writing in  accordance  herewith).  Any such  notice,  instruction  or
communication shall be deemed to have been delivered five business days after it
is sent by registered  or certified  mail,  return  receipt  requested,  postage
prepaid,  or one  business  day  after  it is sent  via a  reputable  nationwide
overnight  courier  service.  Either party may give any notice,  instruction  or
other  communication  hereunder  using  any  other  means,  but no such  notice,
instruction or other  communication  shall be deemed to have been duly delivered
unless and until it actually is received by the party for whom it is intended.

      8.    Miscellaneous.

            8.1  Severability.   The  invalidity  or   unenforceability  of  any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

            8.2 Injunctive  Relief. The Company and the Executive agree that any
breach of this  Agreement  by the  Company  is  likely  to cause  the  Executive
substantial  and  irrevocable  damage  and  therefore,  in the event of any such
breach, in addition to such other remedies which may be available, the Executive
shall have the right to specific performance and injunctive relief.

            8.3 Governing Law. The validity,  interpretation,  construction  and
performance  of this  Agreement  shall be governed by the  internal  laws of the
Commonwealth of Massachusetts, without regard to conflicts of law principles.

            8.4  Waivers.  No waiver by the  Executive at any time of any breach
of, or compliance  with,  any provision of this Agreement to be performed by the
Company  shall  be  deemed  a  waiver  of that  or any  other  provision  at any
subsequent time.

                                       11
<PAGE>

            8.5  Counterparts.  This Agreement may be executed in  counterparts,
each of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.

            8.6 Tax  Withholding.  Any payments  provided for hereunder shall be
paid net of any applicable  tax  withholding  required  under federal,  state or
local law.

            8.7 Entire Agreement. This Agreement sets forth the entire agreement
of the parties  hereto in respect of the  subject  matter  contained  herein and
supersedes   all   prior   agreements,   promises,   covenants,    arrangements,
communications,  representations or warranties,  whether oral or written, by any
officer,  employee  or  representative  of any party  hereto in  respect  of the
subject matter contained  herein;  and any prior agreement of the parties hereto
in respect of the  subject  matter  contained  herein is hereby  terminated  and
cancelled.

            8.8 Amendments.  This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Executive.

            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first set forth above.


      THERMO ELECTRON CORPORATION


      --------------------------------
      By: Anne Pol
      Title: Senior Vice President, Human Resources


      EXECUTIVE


      -----------------------------------
      [Name]



<PAGE>


                                                                      Exhibit B


                               Boards of Directors


1.     Dreyfus Corporation

2.     John Hancock Mutual Life Insurance Company




<PAGE>


                                                                       EXHIBIT C
================================================================================

                                SUMMARY OF TERMS*
                                RESTRICTED STOCK

--------------------------------------------------------------------------------

Date of Award:           Date approved by the Human Resources Committee of the
                         Board of Directors


Restrictions:            Restricted shares may not be transferred or sold to
                         parties other than the Company until vested  and
                         restrictions lapse

                         A stock  certificate  representing  the award will  be
                         held in "Escrow" until the restrictions have lapsed

Length of Restriction:   January 2, 2002 (approximately three years from the
                         date of award)


Vesting Schedule:        100% on January 2, 2002


Purchase Price of        Par Value (deemed  satisfied by past services)
Restricted Shares:

Tax Treatment:           Ordinary income is recognized on the value of the
                         shares either:

(see separate            when they vest and restrictions lapse
memorandum regarding     OR
tax  consequences)       on the date of grant (if a Section 83(b) election is
                         made within 30 days of date of grant)


Payment of Taxes:        Check payable to employer Company, or "Stock
                         Witholding"  from Restricted Shares awarded:

                         If tax  collected  when shares  vest,  amount withheld
                         will  be limited  to minimum  statutory federal  (28%)
                         and  state  rates,  and  statutory  FICA  rates  up to
                         specified limits.

                         If  tax  collected  upon Section 83(b) election, amoun
                         will  be  withheld  at  maximum  federal  (39.6%)  and
                         state   rates,   and   statutory   FIC   rates  up   to
                         specified limits.

Rights on Termination:

Voluntary or
Discharge (for  cause).. Non-vested  shares  will  be  transferred  back  to the
                         Company and the recipient will have  no further rights
                         to the shares

Death, Release, or       Shares  fully  vest  and  are  released  from  "Escrow"
Disability...            net  of  shares required  to  satisfy  tax withholding
                         requirements)
<PAGE>


Change of Control ...    Shares fully vest upon change of control as defined in
                         the Company's Equity Incentive  Plan  and  are released
                         from "Escrow" (net of shares required to satisfy tax
                         withholding requirements)


   *This summary is qualified in its entirety by the terms and conditions of a
   written and signed restricted stock agreement between the employee and the
                                    Company.

================================================================================



                                       2
<PAGE>


                                                                       EXHIBIT D

                                                              Grant ID # 21-0XXX
                                                                           [A/7]



                           THERMO ELECTRON CORPORATION

                              EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT





                                    Optionee



     ####                                                             $$$$
Number of Shares of                                              Exercise Price
Common Stock Subject                                                 Per Share
to the Option



                                   Grant Date


      We are  pleased  to  inform  you that,  pursuant  to the  Thermo  Electron
Corporation Equity Incentive Plan (the "Plan"), you have been granted the option
to acquire the number of shares of common stock,  par value $1.00 per share (the
"Common  Stock"),  of Thermo Electron  Corporation  (the  "Company"),  specified
above,  subject  to the  provisions  of the Plan and the terms,  conditions  and
restrictions  hereinafter set forth (the  "Option"),  to be exercisable any time
after the Grant Date specified  above (the "Grant Date") and prior to the Option
Termination  Date (as defined  herein).  Attached is a copy of the Plan which is
incorporated in this Stock Option  Agreement (the  "Agreement") by reference and
made  a  part  hereof.  The  Option  granted  hereunder  is  intended  to  be  a
non-statutory  stock  option and not a  "qualified",  "incentive",  or "employee
stock  purchase  plan" stock option as those terms are defined in Sections  422,
422A and 423, respectively, of the Internal Revenue Code of 1954, as amended.


<PAGE>


       1. Termination of Option. The Option shall terminate on the date which is
the earliest of (a) seven years after the Grant Date, (b) three months after the
date on which  you  cease to be a  director  or  employee  of the  Company  or a
subsidiary of the Company (the  "Employment  Termination  Date"),  or six months
after the  Employment  Termination  Date if such  cessation  is a result of your
death, provided that immediately on the Employment  Termination Date, the Option
shall  terminate with respect to any Optioned  Shares (as defined  herein) as to
which the Transfer  Restrictions  (as defined herein) shall not have lapsed,  or
(c) the date of the dissolution or liquidation of the Company. The date on which
the Option shall  terminate in whole or in part as provided in this Section 1 is
hereinafter referred to as the "Option Termination Date."

       2.   Transfer Restrictions and Company Repurchase Option.

            (a) Shares of Common Stock subject to the Option ("Optioned Shares")
and  purchased  upon  exercise of the Option may not,  without the prior written
consent of the Company, be sold, assigned, transferred, pledged, hypothecated or
otherwise  disposed of, except by will or by the applicable  laws of descent and
distribution  or to the Company  pursuant to the  provisions  of ARTICLE  NINTH,
Section (9) of the Company's Restated  Certificate of Incorporation,  as amended
from time to time (the  "Transfer  Restrictions")  unless and until the Transfer
Restrictions  with respect to such Optioned Shares shall have lapsed as provided
herein. The Transfer  Restrictions shall lapse in their entirety with respect to
one-fifth of the number of Optioned  Shares  specified on the first page of this
Agreement at the close of business on each of the first,  second,  third, fourth
and fifth  anniversaries  of the Grant Date which occurs prior to the Employment
Termination  Date,  provided you shall have remained  continuously a director or
employee of the  Company or a  subsidiary  of the Company  since the Grant Date.
From and after the  Employment  Termination  Date,  no  further  lapsing  of the
Transfer  Restrictions  shall occur,  and  thereupon  the Company shall have the
right,  exercisable in accordance with Section 2(b) hereof, to repurchase all or
any portion of the Optioned Shares  purchased by you upon exercise of the Option
with respect to which the  Transfer  Restrictions  shall not have  lapsed,  at a
price per share equal to the Exercise Price  specified on the first page of this
Agreement  (the  "Exercise  Price").  The  right of the  Company  to  repurchase
Optioned  Shares at the  Exercise  Price as  provided  in this  Section  2(a) is
hereinafter referred to as the "Company Repurchase Option".

            (b) The  Company  may  exercise  the  Company  Repurchase  Option by
mailing to you at your last address  listed in the records of the Company or the
relevant  subsidiary  of the Company,  or by delivering to you, a notice that it
has exercised the Company  Repurchase  Option and the number of Optioned  Shares
with respect to which it has exercised the Company Repurchase Option, within six
(6) months  after the date that the Company  shall  first have been  entitled to
exercise the Company  Repurchase Option (the "Repurchase  Option Period").  Such
notice  shall be  accompanied  by a check  payable  to you in the  amount of the
Exercise  Price  times the number of Optioned  Shares with  respect to which the
Company  has  exercised  the Company  Repurchase  Option.  Upon  exercise by the
Company of the Company  Repurchase Option as provided herein, the certificate or
certificates representing the Optioned Shares, and representing shares of Common


                                       2
<PAGE>

Stock or other shares (or other property) received in any Non-Cash  Distribution
(as  defined  herein)  in  respect  of such  Optioned  Shares,  which  have been
repurchased shall forthwith be released from the escrow arrangement provided for
in  Section 4 hereof  and  transferred  of record to the  Company.  The  Company
Repurchase  Option shall lapse and be of no further  force or effect if it shall
not have been exercised prior to the expiration of the Repurchase Option Period.

       3. No Assignment of Rights.  Except for  assignments or transfers by will
or the applicable  laws of descent and  distribution,  your rights and interests
under this Agreement and the Plan may not be assigned or transferred in whole or
in part either directly or by operation of law or otherwise,  including  without
limitation  by  way of  execution,  levy,  garnishment,  attachment,  pledge  or
bankruptcy,  and no such  rights or  interests  shall be  subject to any of your
obligations or liabilities.

       4. Exercise of Option; Delivery and Deposit of Certificate(s). You (or in
the case of your death,  your legal  representative)  may exercise the Option in
whole or in part by giving  written  notice to the Company on the form  attached
hereto as Exhibit A (the  "Exercise  Notice")  prior to the  Option  Termination
Date, accompanied by full payment for the Optioned Shares being purchased (a) in
cash or by  certified  or bank  cashier's  check  payable  to the  order  of the
Company,  in an amount equal to the number of Optioned  Shares  being  purchased
multiplied by the Exercise Price (the "Aggregate Exercise Price"), (b) in shares
of the Company's Common Stock (the "Tendered  Shares") with a market value equal
to the Aggregate  Exercise Price or (c) any  combination  of cash,  certified or
bank  cashier's  check or  Tendered  Shares  having a total  value  equal to the
Aggregate  Exercise Price (such cash,  check or Tendered  Shares with such value
being referred to as the "Exercise Consideration"). However, Tendered Shares may
be  surrendered as all or part of the Exercise  Consideration  only if you shall
have  acquired  such  Tendered  Shares more than six months prior to the date of
exercise and, if such Tendered Shares are then subject to Transfer Restrictions,
only with the prior  written  consent of the Company as provided in Section 2(a)
hereof. As a condition to such consent, the Company may require that a number of
Optioned  Shares  acquired by you upon your  exercise of the Option equal to the
number of Tendered Shares surrendered upon such exercise shall be subject to the
Transfer  Restrictions and the Company Repurchase Option to the same extent that
such Tendered Shares surrendered upon such exercise were so subject  immediately
prior to such  surrender.  Receipt by the Company of the Exercise Notice and the
Exercise  Consideration  shall  constitute  the exercise of the Option or a part
thereof. As soon as reasonably practicable thereafter, the Company shall deliver
or cause to be delivered to you a certificate or certificates  representing  the
number  of  Optioned  Shares  purchased,   registered  in  your  name.  If  such
certificate(s)  represent(s)  Optioned Shares with respect to which the Transfer
Restrictions shall not have lapsed, such certificate(s) shall,  immediately upon
your receipt thereof,  be deposited by you, together with a stock power endorsed
in  blank,  in  escrow  with  the  Company.  In  addition,   any  certificate(s)
representing  shares  of  Common  Stock,  or other  property  other  than  cash,
distributed  (including  pursuant  to any stock  split) in respect  of  Optioned
Shares  purchased by you (a "Non-Cash  Distribution")  with respect to which the
Transfer Restrictions shall not have lapsed shall, immediately upon your receipt


                                       3
<PAGE>

thereof,  be deposited by you, together with a stock power endorsed in blank (if
applicable),  in escrow with the  Company,  and shall be subject to the Transfer
Restrictions  and the  Company  Repurchase  Option  to the  same  extent  as the
Optioned  Shares in respect of which such Non-Cash  Distribution  was made.  All
such deposited certificate(s) may have set forth thereon a legend or legends (in
addition  to the legend  referred  to in Section 7 hereof)  indicating  that the
shares of Common Stock (or other  property)  represented by such  certificate(s)
are subject to the Transfer  Restrictions and, to the extent applicable,  to the
Company  Repurchase  Option,  as  provided  herein.  All shares of Common  Stock
delivered upon the exercise of the Option as provided herein shall be fully paid
and non-assessable.

       5. Rights With Respect to Optioned  Shares.  Prior to the date the Option
is exercised, you shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the Optioned Shares. Upon initial issuance to you
of a certificate  or  certificates  representing  Optioned  Shares or shares (or
other  property)  received in any Non-Cash  Distribution  in respect of Optioned
Shares  purchased  by you,  you shall have  ownership  of such  shares (or other
property),  including the right to vote and receive dividends, subject, however,
in the case of any such  shares (or other  property)  with  respect to which the
Transfer  Restrictions  shall not have lapsed, to the Transfer  Restrictions and
the  Company  Repurchase  Option,  to the  extent  applicable,  and to the other
restrictions  and  limitations  imposed  thereon  pursuant  to the Plan and this
Agreement and which may be now or hereafter imposed by the Restated  Certificate
of Incorporation or the By-Laws of the Company.

       6. Release of Optioned Shares.  As soon as reasonably  practicable  after
the Transfer  Restrictions shall have lapsed with respect to any Optioned Shares
purchased by you upon exercise of the Option,  the Company shall deliver to you,
or your legal  representative  in the case of your  death,  the  certificate  or
certificates  representing  such  shares  and any  shares  (or  other  property)
received in any  Non-Cash  Distribution  in respect of such  shares,  previously
deposited in escrow with the Company  pursuant to Section 4 hereof,  without any
legend referring to the Transfer Restrictions or the Company Repurchase Option.

       7.  Securities  Laws. You hereby  represent and warrant that you will not
transfer,  sell or  otherwise  dispose of any Optioned  Shares  purchased by you
except in compliance  with the  Securities  Act of 1933, as amended (the "Act"),
the rules and regulations  thereunder and all applicable  state  securities laws
and the rules and regulations thereunder.  You hereby acknowledge and agree that
any routine sales of the Optioned  Shares  purchased by you upon exercise of the
Option made in reliance  upon Rule 144 under the Act may be made only in limited
amounts in  accordance  with the terms and  conditions  of that  Rule.  You also
acknowledge  and agree  that the  certificate(s)  representing  Optioned  Shares
delivered  to you  pursuant  to  Section 4 hereof  may have set forth  thereon a
legend  indicating  that  such  shares  may be  transferred,  sold or  otherwise
disposed  of  only  after  receipt  by the  Company  of an  opinion  of  counsel
reasonably  satisfactory to it that the transfer, sale or other disposition will
not  violate  the Act or the  regulations  thereunder  or any  applicable  state
securities laws or the regulations thereunder.

                                       4
<PAGE>

       8.  Dilution and Other  Adjustments.  In the event of any stock  dividend
payable in Common Stock or any split-up or  contraction  in the number of shares
of Common  Stock  occurring  after the date of this  Agreement  and prior to the
exercise  in full of the  Option,  the number of shares for which the Option may
thereafter  be  exercised  and  the  Exercise  Price  shall  be  proportionately
adjusted. In the case of any reclassification or change of outstanding shares of
the Common Stock or in case of any  consolidation  or merger of the Company with
or into another  company or in case of any sale or conveyance to another company
or entity of the property of the Company as a whole or substantially as a whole,
you shall,  upon exercise of the Option,  be entitled to receive shares of stock
or other  securities  in its place  equivalent in kind and value to those shares
which  you  would  have  received  if you  had  exercised  the  Option  in  full
immediately prior to such reclassification,  change, consolidation, merger, sale
or conveyance and had continued to hold the Optioned  Shares  (together with all
other shares, stock and securities  thereafter issued in respect thereof) to the
time of the exercise of the Option; provided, that if any recapitalization is to
be effected  through an increase in the par value of the Common Stock without an
increase in the number of  authorized  shares and such new par value will exceed
the Exercise  Price  hereunder,  the Company  shall notify you of such  proposed
recapitalization,  and you shall  then have the right,  exercisable  at any time
prior  to such  recapitalization  becoming  effective,  to  purchase  all of the
Optioned Shares not  theretofore  purchased by you (anything in Section 1 hereof
to the contrary notwithstanding),  but if you fail to exercise such right before
such recapitalization  becomes effective,  the Exercise Price hereunder shall be
appropriately  adjusted.  Upon  dissolution or  liquidation of the Company,  the
Option shall  terminate,  but you (if at the time you are a director or employee
of the Company or a subsidiary of the Company) shall have the right, immediately
prior to such dissolution or liquidation,  to purchase all or any portion of the
Optioned Shares not theretofore  purchased by you. No adjustment provided for in
this  Section  8 shall  apply  to any  Optioned  Shares  purchased  prior to the
effective date of such adjustment.  No fraction of a share or fractional  shares
shall be purchasable or deliverable  under this Agreement,  but in the event any
adjustment hereunder of the number of Optioned Shares shall cause such number to
include a fraction of a share,  such  fraction  shall be adjusted to the nearest
smaller whole number of shares.

       9. Reservation of Shares.  The Company shall at all times during the term
of this Agreement reserve and keep available such number of shares of the Common
Stock as will be sufficient to satisfy the  requirements  of this  Agreement and
shall  pay  all  fees  and  expenses  necessarily  incurred  by the  Company  in
connection with this Agreement and the issuance of Optioned Shares.

      10. Taxes.  If the Company,  in its sole  discretion,  determines that the
Company or any  subsidiary  of the Company or any other  person has  incurred or
will incur any liability to withhold any federal, state or local income or other
taxes by reason of the grant of the Option,  the issuance of Optioned  Shares to
you upon the exercise  thereof or the lapse of the Transfer  Restrictions or the
Company  Repurchase  Option or any other  restrictions upon the Optioned Shares,


                                       5
<PAGE>

you will, promptly upon demand therefor by the Company or any such subsidiary of
the Company,  pay to the Company or such  subsidiary any amount  requested by it
for the purpose of satisfying such liability.  If the amount so requested is not
paid promptly,  the Company may refuse to permit the issuance to you of Optioned
Shares and may,  without  further  consent by you,  cancel the  Optioned  Shares
issued to you.

      You may satisfy the minimum  statutory  withholding tax  requirement  (the
"Obligation")  arising from exercise of all or a part of the Option by making an
election (an "Election") to have the Company  withhold from the number of shares
to be issued upon exercise of the Option, or to otherwise tender to the Company,
that number of shares of Common  Stock having a value equal to the amount of the
Obligation.  The value of the shares to be withheld  or tendered  shall be based
upon the closing price of the Common Stock on the New York Stock Exchange on the
date that the amount of the  Obligation  shall be  determined  (the "Tax Date").
Each  Election must be made at the time the Option is exercised or the Tax Date,
whichever is later.  The Committee may disapprove of any Election or may suspend
or terminate the right to make Elections. An Election is irrevocable.

      If you are a Section 16(a) reporting  person of the Company,  the Election
will be subject to the following additional requirements:

      (1)   No Election shall be effective for a Tax Date that occurs within six
            months of the date the Option is granted.

      (2)   An Election must be made six months prior to the Tax Date or must be
            made during a period  beginning on the third  business day following
            the date of release of  publication  of the  Company's  quarterly or
            annual  summary  statements  of sales and earnings and ending on the
            12th business day following such date.

      11.  Determination  of  Rights.  You  hereby  represent  and  warrant  for
yourself, your personal  representatives and beneficiaries,  that as a condition
of the granting of the Option, any dispute or disagreement which may arise under
or as a result of or pursuant to the Plan or this Agreement  shall be determined
by the  Company's  Board  of  Directors,  in its sole  discretion,  and that any
decision  made by it in good  faith  shall be  conclusive  on all  parties.  The
interpretation  and  construction  by the  Company's  Board of  Directors of any
provision  of,  and  the  determination  of any  question  arising  under,  this
Agreement,  the Plan,  or any rule or regulation  adopted  pursuant to the Plan,
shall be final and conclusive.

      12. Limitation of Employment  Rights. The Option confers upon you no right
to continue in the employ of the Company and its  subsidiaries  or interferes in
any way with the right of the Company and its  subsidiaries  to  terminate  your
employment at any time.

                                       6
<PAGE>

      13.  Communications.  Any communication or notice required or permitted to
be given under this Agreement  shall be in writing,  and mailed by registered or
certified  mail or  delivered  in hand,  if to the  Company to its Stock  Option
Manager  at 81 Wyman  Street,  Post  Office  Box  9046,  Waltham,  Massachusetts
02454-9046,  and if to the  Optionee,  to the address set forth  below,  or such
other address,  in each case, as the addressee  shall last have furnished to the
communicating party.


<PAGE>


      Please  confirm your  acceptance of the Option,  your receipt of a copy of
the Plan and your  acceptance of and agreement to the terms of the Plan and this
Agreement, by executing the enclosed copy of this letter and returning such copy
promptly under confidential cover to the Stock Option Manager of the Company, 81
Wyman Street, Post Office Box 9046, Waltham, Massachusetts 02454-9046.


                                   THERMO ELECTRON CORPORATION




                                   By
                                   Name:     Anne Pol
                                   Title:    Senior Vice President, Human
                                             Resources



Accepted and agreed:



-------------------------
Optionee



-------------------------
-------------------------
-------------------------
-------------------------
Home Address


                                       7
<PAGE>



                                                                       EXHIBIT E

                           THERMO ELECTRON CORPORATION


                            INDEMNIFICATION AGREEMENT



      This  Agreement,  made and entered into this 25th day of  September,  1997
("Agreement"),   by  and  between  Thermo  Electron   Corporation,   a  Delaware
corporation (the "Company"), and Dr. Richard F. Syron ("Indemnitee"):

      WHEREAS,  highly  competent  persons are becoming more  reluctant to serve
publicly-held  corporations as directors or in other capacities  unless they are
provided with adequate protection through insurance or adequate  indemnification
against inordinate risks of claims and actions against them arising out of their
service to, and activities on behalf of, the corporation; and

      WHEREAS,  uncertainties relating to the contained availability of adequate
directors and officers  liability  insurance  ("D&O  Insurance") and relating to
indemnification  have  increased the difficulty of attracting and retaining such
persons;

      WHEREAS,  the  Board  of  Directors  of  the  Company  (the  "Board")  has
determined  that the  difficulty  in attracting  and  retaining  such persons is
detrimental  to the best  interests of the Company's  stockholders  and that the
Company should act to assure such persons that there will be increased certainty
of such protection in the future;

      WHEREAS,  it  is  reasonable,   prudent  and  necessary  for  the  Company
contractually  to obligate  itself to  indemnify  such persons so that they will
serve or continue to serve the Company  free from undue  concern  that they will
not be so indemnified;

      WHEREAS,  Indemnitee is willing to serve, continue to serve and/or take on
additional  service for or on behalf of the Company on the condition  that he be
so indemnified and that such indemnification be so guaranteed;

      NOW,  THEREFORE,  in  consideration  of the  premises  and  the  covenants
contained  herein,  the Company and  Indemnitee do hereby  covenant and agree as
follows:

      1.  Services  by  Indemnitee.  Indemnitee  agrees to serve or  continue to
service  as a  Director  of the  Company.  This  Agreement  shall not impose any
obligation  on the  Indemnitee  or the  Company  to  continue  the  Indemnitee's
position with the Company beyond any period otherwise applicable.
<PAGE>

      2. Indemnity.  The Company shall indemnify, and shall advance Expenses (as
hereinafter  defined) to,  Indemnitee  as provided in this  Agreement and to the
fullest extent permitted by law.

      3. General.  Indemnitee shall be entitled to the rights of indemnification
provided in this Section 3 if, by reason of his Corporate Status (as hereinafter
defined),  he is,  or is  threatened  to be  made,  a party  to any  threatened,
pending, or completed action, suit, arbitration,  alternative dispute resolution
mechanism,  investigation,  administrative  hearing or other proceeding  whether
civil,  criminal,  administrative or investigative.  Pursuant to this Section 3,
Indemnitee shall be indemnified against Expenses,  judgments,  penalties,  fines
and amounts paid in  settlement  incurred by him or on his behalf in  connection
with such action, suit,  arbitration,  alternative dispute resolution mechanism,
investigation,   administrative  hearing  or  other  proceeding  whether  civil,
criminal, administrative or investigative or any claim, issue or matter therein,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful.

      4.  Proceedings  by or in the  Right  of the  Company.  In the case of any
action or suit by or in the right of the Company,  indemnification shall be made
only (i) for  Expenses  or (ii) in respect  of any claim,  issue or matter as to
which  Indemnitee  shall have been  adjudged to be liable to the Company is such
indemnification   is  permitted  by  Delaware  law;  provided,   however,   that
indemnification  against  Expenses shall  nevertheless be made by the Company in
such event to the extent that the Court of Chancery of the State of Delaware, or
the court in which such  action or suit shall have been  brought or is  pending,
shall  determine to be proper despite the  adjudication of liability but in view
of all the circumstances of the case.

      5.  Indemnification  for  Expenses  of a Party  who is  Wholly  or  Partly
Successful. Notwithstanding any other provision of this Agreement, to the extent
that  Indemnitee  is,  by reason of his  Corporation  Status,  a party to and is
successful,  on the  merits or  otherwise,  in any  action,  suit,  arbitration,
alternative dispute resolution mechanism, investigation,  administrative hearing
or other proceeding whether civil, criminal, administrative or investigative, he
shall be  indemnified  against all Expenses  incurred by him or on his behalf in
connection therewith.  If Indemnitee is not wholly successful but is successful,
on the merits or otherwise,  as to one or more but less than all claims,  issues
or matters in such action,  suit,  arbitration,  alternative  dispute resolution
mechanism,  investigation,  administrative  hearing or other proceeding  whether
civil,  criminal,  administrative or investigative,  the Company shall indemnify
Indemnitee  against all Expenses  incurred by him or on his behalf in connection
with each  successfully  resolved claim,  issue or matter.  For purposes of this
Section and without limitation, the termination of any claim, issue or matter by
dismissal,  or  withdrawal  with or without  prejudice,  shall be deemed to be a
successful result as to such claim, issue or matter.

                                       2
<PAGE>

      6. Advance of Expenses. The Company shall advance all Expenses incurred by
or on behalf of  Indemnitee in connection  with any action,  suit,  arbitration,
alternative dispute resolution mechanism, investigation,  administrative hearing
or other proceeding  whether civil,  criminal,  administrative  or investigative
within  twenty  (20) days after the  receipt by the  Company of a  statement  or
statements  from  Indemnitee  requesting  such advance or advances  from time to
time,  whether  prior  to or  after  final  disposition  of such  action,  suit,
arbitration,    alternative   dispute   resolution   mechanism,   investigation,
administrative   hearing   or  other   proceeding   whether   civil,   criminal,
administrative or  investigative.  Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded or
accompanied  by an  undertaking  by or on  behalf  of  Indemnitee  to repay  any
Expenses  advanced if it shall  ultimately be determined  that Indemnitee is not
entitled to be indemnified  against such Expenses,  which  undertaking  shall be
accepted  by or on behalf of the  Company  without  reference  to the  financial
ability of Indemnitee to make repayment.

      7. Procedure for Determination of Entitlement to Indemnification.

      (a) To obtain  indemnification  under  this  Agreement,  Indemnitee  shall
submit to the Company a written  request,  including  therein or therewith  such
documentation  and  information as is reasonably  available to Indemnitee and is
reasonably  necessary  to  determine  whether and to what extent  Indemnitee  is
entitled to indemnification.  The Secretary of the Company shall,  promptly upon
receipt of such a request for indemnification,  advise the Board in writing that
Indemnitee has requested indemnification.

      (b) Upon written  request by Indemnitee  for  indemnification  pursuant to
Section  7(a) hereof,  a  determination,  if required by  applicable  law,  with
respect to Indemnitee's  entitlement thereto shall be made in the specific case:
(i) if a Change in Control (as  hereinafter  defined)  shall have  occurred,  by
Independent Counsel (as hereinafter  defined) in a written opinion to the Board,
a copy of which  shall be  delivered  to  Indemnitee  (unless  Indemnitee  shall
request that such  determination  be made by the Board or the  stockholders,  in
which  case the  determination  shall be made in the  manner  provided  below in
clauses (ii) or (iii)); (ii) if a Change of Control shall not have occurred, (A)
by the  Board  by a  majority  vote  of a  quorum  consisting  of  Disinterested
Directors (as hereinafter  defined),  or (B) if a quorum of the Board consisting
of Disinterested Directors is not obtainable or, even if obtainable, such quorum
of Disinterest Directors so directs, by Independent Counsel in a written opinion
to the Board,  a copy of which shall be  delivered to  Indemnitee  or (C) by the
stockholders  of the  Company;  or (iii) as  provided  in  Section  8(b) of this
Agreement;  and,  if  it  is  so  determined  that  Indemnitee  is  entitled  to
indemnification,  payment to Indemnitee shall be made within ten (10) days after
such  determination.  Indemnitee  shall  cooperate  with the person,  persons or


                                       3
<PAGE>

entity making such  determination  with respect to  Indemnitee's  entitlement to
indemnification,  including  providing  to such  person,  persons or entity upon
reasonable  advance  request  any  documentation  or  information  which  is not
privileged  or  otherwise  protected  from  disclosure  and which is  reasonably
available to Indemnitee  and  reasonably  necessary to such  determination.  Any
costs or expenses  (including  attorney's  fees and  disbursements)  incurred by
Indemnitee in so cooperating shall be borne by the Company  (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

      (c) In the event the determination of entitlement to indemnification is to
be made by Independent  Counsel pursuant to Section 7(b) of this Agreement,  the
Independent  Counsel  shall be selected as provided in this Section  7(c).  If a
Change of Control  shall not have  occurred,  the  Independent  Counsel shall be
selected by the Board,  and the Company shall give written  notice to Indemnitee
advising him of the identity of the Independent Counsel so selected. If a Change
of Control shall have  occurred,  the  Independent  Counsel shall be selected by
Indemnitee  (unless  Indemnitee shall request that such selection be made by the
Board, in which event the preceding  sentence shall apply), and Indemnitee shall
give  written  notice  to  the  Company  advising  it of  the  identity  of  the
Independent Counsel so selected. In either event,  Indemnitee or the Company, as
the case may be, may, within 7 days after such written notice of selection shall
have been given, deliver to the Company or to Indemnitee,  as the case may be, a
written objection to such selection.  Such objection may be asserted only on the
ground that the Indepedent Counsel so selected does not meet the requirements of
"Independent  Counsel"  as  defined in  Section  14 of this  Agreement,  and the
objection shall set forth with particularly the factual basis of such assertion.
If such written  objection is made, the Independent  Counsel so selected may not
serve as Independent  Counsel unless and until a court has determined  that such
objection is without  merit.  If,  within  twenty (20) days after  submission by
Indemnitee  of a written  request for  indemnification  pursuant to Section 7(a)
hereof,  no Independent  Counsel shall have been selected or if selected,  shall
have been objected to, in accordance with this Section 7(c), whether the Company
or  Indemnitee  may  petition  the Court of Chancery of the State of Delaware or
other court of competent  jurisdiction  for  resolution of any  objection  which
shall have been made by the Company or  Indemnitee  to the other's  selection by
the Court or by such other person as the Court shall  designate,  and the person
with  respect  to whom an  objection  is  favorably  resolved  or the  person so
appointed shall act as Independent Counsel in connection with acting pursuant to
Section  7(b)  hereof.  The Company  shall pay any and all  reasonable  fees and
expenses  incident to the  procedures  of this Section  7(c),  regardless of the
manner in which such Independent Counsel was selected or appointed. Upon the due
commencement  of any  judicial  proceeding  or  arbitration  pursuant to Section
9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieve
of any  further  responsibility  in such  capacity  (subject  to the  applicable
standards of professional conduct then prevailing).

                                       4
<PAGE>

      8. Presumptions and Effect of Certain Proceedings.

      (a) If a Change of Control shall have occurred,  in making a determination
with respect to entitlement to indemnification hereunder, the person, persons or
entity making such  determination  shall presume that  Indemnitee is entitled to
indemnification  under this  Agreement if Indemnitee has submitted a request for
indemnification  in  accordance  with  Section 7(a) of this  Agreement,  and the
Company  shall  have the  burden  of  proof  to  overcome  that  presumption  in
connection with the making by any person, persons or entity of any determination
contrary to that presumption.

      (b) If the person, persons or entity empowered or selected under Section 7
of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made such  determination  within sixty (60) days after receipt by
the Company of the request therefor, the requisite  determination of entitlement
to  indemnification  shall be deemed to have been made and  Indemnitee  shall be
entitled to such  indemnification,  absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make  Indemnitee's
statement  not  materially  misleading,  in  connection  with  the  request  for
indemnification,  or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended for a reasonable
time,  not to exceed an additional  thirty (30) days, if the person,  persons or
entity making the determination  with respect to entitlement to  indemnification
in good faith requires such  additional  time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided,  further,  that
the  foregoing  provisions  of this  Section  8(b)  shall  not  apply (i) if the
determination  of  entitlement  to   indemnification   is  to  be  made  by  the
stockholders  pursuant  to  Section  7(b) of this  Agreement  and if (A)  within
fifteen  (15)  days  after  receipt  by the  Company  of the  request  for  such
determination  the  Board  has  resolved  to submit  such  determination  to the
stockholders  for their  consideration  at an annual meeting  thereof to be held
within  seventy-five (75) days after such receipt and such determination is made
thereat,  or (B) a special meeting of stockholders is called within fifteen (15)
days after such  receipt  for the  purpose of making  such  determination,  such
meeting is held for such  purpose  within  sixty (60) days after  having been so
called and such  determination is made thereat,  or (ii) if the determination of
entitlement to indemnification is to be made by Independent  Counsel pursuant to
Section 7(b) of this Agreement.

      (c) The termination of any action, suit, arbitration,  alternative dispute
resolution mechanism, investigation,  administrative hearing or other proceeding
whether civil, criminal,  administrative or investigative or of any claim, issue
or matter therein by judgment,  order, settlement or conviction,  or upon a plea
of nolo contendere or its equivalent,  shall not (except as otherwise  expressly
provided in this Agreement) of itself  adversely  affect the right of Indemnitee
to  indemnification  or create a presumption that Indemnitee did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best  interests of the Company or, with  respect to any  criminal  action or
proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

                                       5
<PAGE>

      9.    Remedies of Indemnitee.

      (a) In the event that (i) a determination is made pursuant to Section 7 of
this Agreement  that  Indemnitee is not entitled to  indemnification  under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6
of this Agreement,  (iii) the determination of entitlement to indemnification is
to be by Independent Counsel pursuant to Section 7(b) of this Agreement and such
determination shall not have been made and delivered in a written opinion within
ninety   (90)  days  after   receipt  by  the   Company  of  the   request   for
indemnification, (iv) payment of indemnification is not made pursuant to Section
5 of this  Agreement  within  ten (10) days after  receipt  by the  Company of a
written request therefor,  or (v) payment of  indemnification is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification  or such  determination  is deemed to have been made pursuant to
Section 8 of this Agreement,  Indemnitee shall be entitled to an adjudication in
an  appropriate  court  of the  State  of  Delaware,  or in any  other  court of
competent   jurisdiction,   of  his  entitlement  to  such   indemnification  or
advancement of Expenses.  Alternatively,  Indemnitee, at his option, may seek an
award in  arbitration  to be  conducted by a single  arbitrator  pursuant to the
rules of the American  Arbitration  Association.  Indemnitee shall commence such
proceeding seeking an adjudication or an award in arbitration within one hundred
eighty (180) days following the date on which  Indemnitee first has the right to
commence such  proceeding  pursuant to this Section 9(a).  The Company shall not
oppose Indemnitee's right to seek any such adjudication or award in arbitration.

      (b) In the event that a  determination  shall have been made  pursuant  to
Section 7 of this Agreement that Indemnitee is not entitled to  indemnification,
any judicial  proceeding  or  arbitration  commenced  pursuant to this Section 9
shall be conducted in all respects as a de novo trial,  or  arbitration,  on the
merits  and  Indemnitee  shall  not be  prejudiced  by  reason  of that  adverse
determination.  If a Change of Control  shall  have  occurred,  in any  judicial
proceeding or arbitration commenced pursuant to this Section 9 the Company shall
have the burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.

      (c) If a  determination  shall  have been made or deemed to have been made
pursuant  to Section 7 or 8 of this  Agreement  that  Indemnitee  is entitled to
indemnification,  the  Company  shall  be  bound  by such  determination  in any
judicial proceeding or arbitration  commenced pursuant to this Section 9, absent
(i) a  misstatement  by  Indemnitee  of a material  fact,  or an  omission  of a
material  fact   necessary  to  make   Indemnitee's   statement  not  materially
misleading,  in  connection  with the  request  for  indemnification,  or (ii) a
prohibition of such indemnification under applicable law.

      (d)  The  Company  shall  be  precluded  from  asserting  in any  judicial
proceeding  or  arbitration  commenced  pursuant  to  this  Section  9 that  the
procedures  and  presumptions  of this  Agreement  are not  valid,  binding  and
enforceable  and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

                                       6
<PAGE>

      (e) In the event  that  Indemnitee,  pursuant  to this  Section 9, seeks a
judicial adjudication of or an award in arbitration to enforce his rights under,
or to recover  damages  for  breach  of,  this  Agreement,  Indemnitee  shall be
entitled to recover from the Company,  and shall be  indentified  by the Company
against,  any and all expenses  (of the types  described  in the  definition  of
Expenses in Section 14 of this  Agreement)  actually and reasonably  incurred by
him in such  judicial  adjudication  or  arbitration,  but  only if he  prevails
therein. If it shall be determined in said judicial  adjudication or arbitration
that  Indemnitee is entitled to receive part but not all of the  indemnification
or  advancement  of expenses  sought,  the expenses  incurred by  Indemnitee  in
connection with such judicial adjudication or arbitration shall be appropriately
prorated.

      10.  Security.  To the extent  requested by the Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to
the Indemnitee for the Company's  obligations  hereunder  through an irrevocable
bank line of credit, funded trust or other collateral.  Any such security,  once
provided to the  Indemnitee,  may not be revoked or  released  without the prior
written consent of Indemnitee.

      11.   Non-Exclusivity; Duration of Agreement; Insurance; Subrogation.

      (a) The rights of indemnification  and to receive  advancement of Expenses
as provided by this Agreement shall not be deemed  exclusive of any other rights
to which  Indemnitee  may at any time be  entitled  under  applicable  law,  the
Company's  certificate of incorporation or by-laws, any other agreement,  a vote
of stockholders or a resolution of directors, or otherwise. This Agreement shall
continue until and terminate upon the later of (a) ten (10) years after the date
that Indemnitee shall have ceased to serve as a director or executive officer of
the Company or fiduciary of any other corporation,  partnership,  joint venture,
trust,  employee benefit plan or other enterprise which Indemnitee served at the
request of the Company;  or (b) the final  termination  of all pending  actions,
suits, arbitrations,  alternative dispute resolution mechanisms, investigations,
administrative   hearings  or  other   proceedings   whether  civil,   criminal,
administrative or investigative in respect of which Indemnitee is granted rights
of  indemnification  or advancement of expenses  hereunder and of any proceeding
commenced  by  Indemnitee  pursuant  to  Section  9 of this  Agreement  relating
thereto. This Agreement shall be binding upon the Company and its successors and
assigns and shall inure to the benefit of  Indemnitee  and his heirs,  executors
and administrators.

      (b) To the extent that the Company  maintains  D&O  Insurance,  Indemnitee
shall be  covered  by such D&O  Insurance  in  accordance  with its terms to the
maximum  extent of the coverage  available for any Director under such policy or
policies.

      (c) In the event of any payment under this Agreement, the Company shall be
subrogated  to the extent of such  payment to all of the rights of  recovery  of
Indemnitee,  who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

      (d) The  Company  shall not be liable  under  this  Agreement  to make any
payment of amounts otherwise  indemnifiable  hereunder if and to the extent that
Indemnitee  has  otherwise  actually  received  such payment under any insurance
policy, contract, agreement or otherwise.

                                       7
<PAGE>

      12.  Severability;  Reformation.  If any  provision or  provisions of this
Agreement shall be held to be invalid,  illegal or unenforceable  for any reason
whatsoever:  (a) the  validity,  legality and  enforceability  of the  remaining
provisions of this Agreement (including without limitation,  each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall not in any way be  affected or  impaired  thereby;  and (b) to the fullest
extent  possible,   the  provisions  of  this  Agreement   (including,   without
limitation,  each portion of any Section of this  Agreement  containing any such
provision  held to be  invalid,  illegal  or  unenforceable,  that is not itself
invalid,  illegal or  unenforceable)  shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

      13.  Exception to Right of  Indemnification  or  Advancement  of Expenses.
Notwithstanding  any other provision of this Agreement,  Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any action,  suit or  proceeding,  or any claim  therein,  initiated,
brought or made by him (i) against the Company, unless a Change in Control shall
have  occurred,  or (ii)  against  any  person  other than the  Company,  unless
approved in advance by the Board.

      14. Definitions. For purposes of this Agreement:

     (a)  "Change in  Control"  means a change in  control  of the  Company of a
nature  that  would be  required  to be  reported  in  response  to Item 5(f) of
Schedule  14A of  Regulation  14A (or in  response  to any  similar  item on any
similar schedule or form) promulgated under the Securities  Exchange Act of 1934
(the  "Act"),  whether  or not the  Company is then  subject  to such  reporting
requirement;  provided,  however,  that,  without  limitation,  such a Change in
Control  shall be deemed to have  occurred if (i) any  "person" (as such term is
used in Section 13(d) and 14(d) of the Act) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Act), directly or indirectly,  of securities
of the Company  representing  20% or more of the  combined  voting  power of the
Company's  then  outstanding  securities  without the prior approval of at least
two-thirds  of the  members  of the  Board in office  immediately  prior to such
person  attaining  such  percentage  interest;  (ii) the Company is a party to a
merger,  consolidation,  sale of  assets  or  other  reorganization,  or a proxy
contest,  as a consequence  of which members of the Board in office  immediately
prior to such  transaction or event constitute less than a majority of the Board
thereafter; or (iii) during any period of two consecutive years, individuals who
at the  beginning  of such  period  constituted  the Board  (including  for this
purpose any new  director  whose  election  or  nomination  for  election by the
Company's  stockholders  was  approved by a vote of at least  two-thirds  of the
directors  then  still in office who were  directors  at the  beginning  of such
period) cease for any reason to constitute at least a majority of the Board.

                                       8
<PAGE>

     (b)  "Corporate  Status"  describes the status of a person who is or was or
has  agreed to become a  director  of the  Company,  or is or was an  officer or
fiduciary  of  the  Company  or of any  other  corporation,  partnership,  joint
venture,  trust,  employee benefit plan or other enterprise which such person is
or was serving at the request of the Company.

     (c) "Disinterested Director" means a director of the Company who is not and
was not a party to the action, suit, arbitration, alternative dispute resolution
mechanism, investigation, administrative hearing or any other proceeding whether
civil,   criminal,   administrative   or   investigative  in  respect  of  which
indemnification is sought by Indemnitee.

     (d) "Expenses"  shall include all reasonable  attorneys'  fees,  retainers,
court costs,  transcript  costs, fees of experts,  travel expenses,  duplicating
costs, printing and binding costs, telephone charges,  postage,  deliver service
fees, and all other disbursements or expenses of the types customarily  incurred
in connection with prosecuting,  defending,  preparing to prosecute or defend or
investigating  an action,  suit,  arbitration,  alternative  dispute  resolution
mechanism, investigation, administrative hearing or any other proceeding whether
civil, criminal, administrative or investigative.

     (e) "Independent Counsel" means a law firm, or a member of a law firm, that
is experienced in matters of  corporation  law and neither  currently is, nor in
the past  five  years  has been,  retained  to  represent:  (i) the  Company  or
Indemnitee  in any matter  material to either such party or (ii) any other party
to the action,  suit,  arbitration,  alternative  dispute resolution  mechanism,
investigation,  administrative  hearing or any other  proceeding  whether civil,
criminal,   administrative   or  investigative   giving  rise  to  a  claim  for
indemnification hereunder.  Notwithstanding the foregoing, the term "Independent
Counsel"  shall not include any person who,  under the  applicable  standards of
professional  conduct  then  prevailing,  would have a conflict  of  interest in
representing  either  the  Company  or  Indemnitee  in an  action  to  determine
Indemnitee's Rights under this Agreement.

      15.  Headings.  The  headings  of the  paragraphs  of this  Agreement  are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

      16.  Modification  and Waiver.  This Agreement may be amended from time to
time to reflect  changes in Delaware law or for other  reasons.  No  supplement,
modification  or amendment of this Agreement shall be binding unless executed in
writing by both of the parties  hereto.  No waiver of any of the  provisions  of
this  Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
provision  hereof  (whether or not similar)  nor shall such waiver  constitute a
continuing waiver.

                                       9
<PAGE>

      17. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons,  citation,  subpoena,  complaint,
indictment,  information or other  document  relating to any matter which may be
subject  to  indemnification  or  advancement  of  Expenses  covered  hereunder;
provided, however, that the failure to give any such notice shall not disqualify
the indemnitee from indemnification hereunder.

      18.  Notices.  All  notices,  requests,  demands and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication  shall  have  been  directed,  or  (ii)  mailed  by  certified  or
registered mail with postage  prepaid,  on the third business day after the date
on which it is so mailed:

            (a) If to Indemnitee, to:   The address shown beneath
                                        his or her signature on
                                        the last page hereof

            (b) If to the Company to:   Thermo Electron Corporation
                                        81 Wyman Street
                                        P.O. Box 9046
                                        Waltham, MA 02254-9046
                                        Attn: Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

      19. Governing Law. The parties agree that this Agreement shall be governed
by, and  construed  and enforced in  accordance  with,  the laws of the State of
Delaware.


                                       10
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

Attest:                                 THERMO ELECTRON CORPORATION


By:                                     By:
     -----------------------------------    -----------------------------------
     Sandra L. Lambert                      George N. Hatsopoulos
     Secretary                              Chief Executive Officer


                                        INDEMNITEE


                                        ---------------------------------------
                                        Richard F. Syron
                                        Address: