THERMO ELECTRON CORP
<DOCUMENT>
<TYPE>EX-10.68
<SEQUENCE>9
<FILENAME>tmok03ex10-68.txt
<TEXT>

                                                                   Exhibit 10.68


                           THERMO ELECTRON CORPORATION
                              EQUITY INCENTIVE PLAN
                        RESTRICTED STOCK UNITS AGREEMENT


                                 Marc N. Casper
                                Name of Recipient

                                     30,000
                              Number of Restricted
                               Stock Units Awarded

              Vesting Schedule for Restricted Stock Units Awarded:

                            # of Shares         Vesting Date
                                10,000          November 19, 2004
                                10,000          November 19, 2005
                                10,000          November 19, 2006

                                November 19, 2003
                                   Grant Date

     Thermo Electron Corporation (the "Company") has selected you to receive the
restricted stock units award identified above,  subject to the provisions of the
Equity  Incentive Plan (the "Plan") and the terms,  conditions and  restrictions
contained in this agreement (the "Agreement"). Please confirm your acceptance of
this Award,  your agreement to other terms of the Plan and this Agreement,  your
receipt of a copy of the Plan,  and your receipt of a memorandum  regarding  the
tax  treatment of awards of  restricted  stock units,  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/ Marc N. Casper
------------------------
Recipient

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1.  Preamble.  This  Agreement  contains the terms and conditions of an award of
restricted  stock  units of the Company  (the  "Restricted  Units")  made to the
Recipient  identified on the first page of this Agreement  pursuant to the Plan.
Any consideration due to the Company on the issuance of the Restricted Units has
been deemed to be satisfied by past  services  rendered by the  Recipient to the
Company.  For purposes of this Agreement,  the defined terms used herein and not
otherwise  defined  shall have the meaning set forth in that  certain  Executive
Change in Control  Retention  Agreement  dated as of  November  19,  2003 by and
between the Recipient  and the Company,  as the same may be amended from time to
time.

2.   Restrictions  on  Transfer.   The  Restricted  Units  shall  not  be  sold,
transferred, pledged, assigned or otherwise encumbered or disposed of, until and
unless the  Restricted  Units shall have vested as provided in Section 3 of this
Agreement  and a  certificate  has been  issued  pursuant  to  Section 6 of this
Agreement.

3. Vesting.  The term "vest" as used in this Agreement  means the lapsing of the
restrictions that are described in this Agreement with respect to the Restricted
Units. The Restricted Units shall vest in accordance with the schedule set forth
on the first page of this Agreement, provided in each case that the Recipient is
then, and since the Grant Date has continuously  been,  employed by the Company.
Once a  Restricted  Unit  has  become  vested,  it shall  be  referred  to as an
Unrestricted  Unit.  Notwithstanding  the foregoing,  the Recipient shall become
vested in the Restricted  Units prior to the vesting date set forth on the first
page of this Agreement in the following circumstances:

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

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

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

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

5. Dividend Equivalents.

     (a)  The  Recipient  shall  be  entitled  to be  credited  with  additional
Unrestricted  Units based on all cash  dividends paid with respect to the common
shares of the Company,  par value $1.00 per share (the "Shares"),  as determined
in accordance with the following formula:
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     W = (X multiplied by Y) divided by Z, where:

     W = the  number of  additional  Unrestricted  Units to be  credited  to the
Recipient on such dividend payment date;

     X = the  aggregate  number  of  Restricted  Units  and  Unrestricted  Units
credited to the Recipient as of the record date of the dividend;

     Y = the cash dividend per share amount; and

     Z = the fair  market  value per Share (the fair  market  value shall be the
average of the closing  prices of the common stock of the Company  listed on the
New York Stock  Exchange or such other  exchange for the five (5) business  days
preceding and including the dividend payment date).

     (b) In the  case  of a  dividend  paid on  Shares  in the  form of  Shares,
including  without  limitation  a  distribution  of  Shares by reason of a stock
dividend,  stock  split  or  otherwise,  the  number  of Units  credited  to the
Recipient  shall be  increased  by a  number  equal  to the  product  of (i) the
aggregate  number of  Restricted  Units and  Unrestricted  Units  that have been
awarded to the Recipient  through the related dividend record date, and (ii) the
number of Shares  (including  any fraction  thereof)  payable as dividend on one
Share. In the case of a dividend  payable in property other than Shares or cash,
the per Share value of such  dividend  shall be  determined in good faith by the
Board of Directors of the Company and shall be  converted  to  additional  Units
based on the formula in (a) above.  Such additional  Units shall be Unrestricted
Units if they are attributable to dividend equivalents on Unrestricted Units and
shall be Restricted  Units if they are  attributable to dividend  equivalents on
Restricted  Units.  Any  additional  Restricted  Units  shall be  subject to the
restrictions  of  this  Agreement  in the  same  manner  and  for so long as the
Restricted  Units  remain  subject to such  restrictions,  and shall be promptly
forfeited to the Company if and when the Restricted Units are so forfeited.

6. Unrestricted Units.

     (a) As  soon  as  practicable  following  the  Recipient's  termination  of
employment,  the Company shall issue to the Recipient a certificate representing
the  number of  Shares  equal to the  aggregate  number  of  Unrestricted  Units
credited to the Recipient on such date in full satisfaction of such Unrestricted
Units.

     (b) Upon a Change in Control,  the Company  shall issue to the  Recipient a
certificate  representing  the number of Shares equal to the aggregate number of
Unrestricted  Units  credited to the  Recipient on such date  (determined  after
giving  effect to  Section  3(a)  above)  in full  satisfaction  of such  Units;
provided,  however,  that  in the  event  that  the  Company  is  involved  in a
transaction   in  which  the  Shares  will  be  exchanged   for  cash  or  other
consideration, the Company shall issue to the Recipient immediately prior to the
consummation of such transaction a certificate representing the number of Shares
equal to the aggregate number of Unrestricted Units credited to the Recipient on
such date (determined after giving effect to Section 3(a) above).

     (c) In each instance above,  the certificate or certificates  issued to the
Recipient  covering the Shares shall be subject to the payment by the  Recipient
by cash or other means  acceptable to


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                                       4


the Company of any federal,  state, local and other applicable taxes required to
be withheld in connection  with such  issuance in  accordance  with Section 7 of
this  Agreement.  The Recipient  understands  that once a  certificate  has been
delivered to the Recipient in respect of the  Unrestricted  Units, the Recipient
will be free to sell  the  Shares  evidenced  by such  certificate,  subject  to
applicable  requirements of federal and state securities laws. Immediately after
the issuance of Shares,  this  Agreement  shall  terminate  and be of no further
force or effect.

7. Tax Withholding.  The Recipient expressly acknowledges that the issuance of a
certificate  to him  pursuant to the  provisions  of Section 6 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 having the  Company  hold back from the Shares to be
delivered,  Shares having a value calculated to satisfy the minimum  withholding
requirement of all federal, state, local and any other applicable taxes required
to be withheld in connection with such award or vesting.  The Recipient  further
acknowledges  that he will be subject to employment taxes on the market value of
the  Restricted  Units on the date of vesting  and he agrees that he will pay to
the  Company  an  amount  in cash  sufficient  to  satisfy  the  employment  tax
withholding.

8. Administration. The Board of Directors of the Company, or the Human Resources
Committee  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.

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

10. 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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