THERMO ELECTRON CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>tmoq204ex10-1.txt
<TEXT>
                                                                    Exhibit 10.1


                           THERMO ELECTRON CORPORATION

                              EQUITY INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT


                                SETH H. HOOGASIAN
                                Name of Recipient

                                     10,000

                         Number of Restricted Shares of
                              Common Stock Awarded

                 Vesting Schedule for Restricted Shares Awarded:

                # of Shares Vesting                 Vesting Date
                -------------------                 ------------
                       5,000                           6/2/05
                       5,000                           6/2/06


                                  June 2, 2004
                                   Award Date

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

                                         THERMO ELECTRON CORPORATION


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


Accepted and Agreed:

/s/ Seth H. Hoogasian
---------------------
Seth H. Hoogasian


<PAGE>


                           THERMO ELECTRON CORPORATION

                              EQUITY INCENTIVE PLAN

                           Restricted Stock Agreement
                           --------------------------

1.   Preamble. This Restricted Stock Agreement contains the terms and conditions
     of an award of shares of restricted  stock of the Company (the  "Restricted
     Shares")  made  to the  Recipient  identified  on the  first  page  of this
     Agreement pursuant to the Plan.

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

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

     (a)  In the event of a Change of Control, as defined in Section 9.2 of the
          Plan,  as the same may be amended from time to time and as in effect
          on the date of  determination,  all Restricted Shares that have  not
          previously  been  forfeited  shall  immediately  vest, provided  that
          the  Recipient is then  employed by the Company or its subsidiaries.

     (b)  In  the  event  of  the  Recipient's  death  or  disability,  all
          Restricted  Shares that have not previously  been forfeited shall
          immediately vest, provided that the Recipient was employed by the
          Company  or its  subsidiaries  immediately  prior  to the date of
          death or disability. For purposes of this Agreement, "disability"
          shall mean a disability as determined (subject to such additional
          rules as the Compensation  Committee of the Board of Directors of
          the Company (the  "Committee")  may prescribe) in accordance with
          the long term disability plan of the Company and its subsidiaries
          covering  the  Recipient  or,  if  there  is  no  such  plan,  in
          accordance with a determination  of disability by the U.S. Social
          Security  Administration  if the  Recipient is a U.S.  citizen or
          resident  in the  United  States,  or such  comparable  body,  as
          determined by the  Committee,  with respect to Recipients who are
          not U.S. citizens and are not resident in the United States.

     (c)  In the event the  Recipient's  employment  is  terminated  by the
          Company other than for cause, all Restricted Shares that have not
          previously  been  forfeited  shall   immediately  vest.  For  the
          purposes of this  Agreement,  "cause" shall mean the  Recipient's
          willful  engagement in illegal conduct or gross  misconduct which
          is injurious to the Company,  and no act or failure to act by the


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          Recipient shall be considered "willful"  unless it is done, or
          omitted to be done, in bad faith and  without  reasonable  belief
          that the  Recipient's  action or omission was in the best
          interests of the Company.

4.   Forfeiture. In the event the Recipient ceases to be employed by the Company
     or its  subsidiaries  for any reason  other than the  reasons  set forth in
     Paragraph  3 of  this  Agreement,  the  Restricted  Shares  that  have  not
     previously vested shall be immediately forfeited to the Company.

5.   Dividends and Voting Rights. The Recipient shall be entitled to any and all
     dividends or other distributions paid with respect to the Restricted Shares
     which  have  not been  forfeited  or  otherwise  disposed  of and  shall be
     entitled to vote any such Restricted  Shares;  provided  however,  that any
     property  (other  than cash)  distributed  with  respect to the  Restricted
     Shares,  including  without  limitation  a  distribution  of  shares of the
     Company's stock by reason of a stock dividend, stock split or otherwise, or
     a  distribution  of other  securities  based on the ownership of Restricted
     Shares,  shall be  subject to the  restrictions  of this  Restricted  Stock
     Agreement  in the  same  manner  and for so long as the  Restricted  Shares
     remain subject to such restrictions,  and shall be forfeited to the Company
     if and when the Restricted Shares are so forfeited.

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

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

     (b) Book Entry. If unvested  Restricted Shares are held in book entry form,
         the Recipient  agrees that the Company may give stop transfer
         instructions to the  depository  to  ensure  compliance  with  the
         provisions  of  this Agreement. The Recipient hereby (i) acknowledges
         that the Restricted Shares may be held in book entry form on the books
         of the Company's depository (or another institution specified by the
         Company),  and irrevocably  authorizes the Company to take such
         actions as may be  necessary  or  appropriate  to effectuate  a
         transfer of the record  ownership of any such shares that are unvested
         and forfeited hereunder, (ii) agrees to deliver to the Company, as a
         precondition  to the issuance of any  certificate or  certificates with
         respect to unvested  Restricted Shares, one or more stock powers,
         endorsed in blank, with respect to such shares,  and (iii) agrees to
         sign such other powers and take such other actions as the Company may
         reasonably request to accomplish  the transfer or  forfeiture of any
         unvested  Restricted  Shares that are forfeited hereunder.
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7.   Unrestricted  Shares.  As soon as practicable  following the vesting of any
     Restricted  Shares the Company  shall cause a certificate  or  certificates
     covering  such shares,  without the legend  contained in Paragraph  6(a) of
     this Agreement, to be issued and delivered to the Recipient, subject to the
     payment by the  Recipient by cash or other means  acceptable to the Company
     of any federal,  state,  local and other  applicable  taxes  required to be
     withheld in connection with such vesting.  The Recipient  understands  that
     once a  certificate  has been  delivered  to the  Recipient  in  respect of
     Restricted Shares which have vested, the Recipient will be free to sell the
     shares of common stock evidenced by such certificate, subject to applicable
     requirements of federal and state securities laws.

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

9.   Administration.  The Board of Directors of the Company, or the Compensation
     Committee of the Board of Directors or other  committee  designated  in the
     Plan or by the Board of  Directors,  shall have the authority to manage and
     control  the  operation  and   administration   of  this   Agreement.   Any
     interpretation  of the Agreement by the Board or any such Committee and any
     decision made by it with respect to the Agreement is final and binding.

10.  Plan Controls.  Notwithstanding anything in this Agreement to the contrary,
     the terms of this Agreement shall be subject to the terms of the Plan.

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


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</TEXT>
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