<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>6
<FILENAME>tmok03ex10-65.txt
<TEXT>


                                                                   Exhibit 10.65

                 EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT


THIS  AGREEMENT  by  and  between  THERMO  ELECTRON   CORPORATION,   a  Delaware
corporation  (the "Company"),  and ____________ (the  "Executive") is made as of
November 19, 2003 (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; and

     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;

     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 Date (as defined in Section 1.2).

     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
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

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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.

          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

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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;

               (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, in which the Executive participates or
which is applicable to the Executive  immediately  prior to the Measurement Date
(a "Benefit  Plan"),  unless an  equitable  arrangement  (embodied in an ongoing
substitute or alternative plan) has been
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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 the  Executive's  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  the  Executive's
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 the  Executive's  employment  for Good
Reason shall not be affected by the  Executive's  incapacity  due to physical or
mental illness.

          1.5 "Disability" means the Executive's inability, due to a physical or
mental disability,  for a period of 90 days, whether or not consecutive,  during
any 360-day period to perform the  Executive's  duties on behalf of the Company,
with or without reasonable  accommodation as that term is defined under state or
federal  law.  A  determination  of  disability  shall  be made  by a  physician
satisfactory  to both  the  Executive  and  the  Company,  provided  that if the
Executive  and the Company do not agree on a physician,  the  Executive  and the
Company  shall each select a physician  and these two  together  shall  select a
third  physician,  whose  determination as to disability shall be binding on all
parties.

     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


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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,  2008;  provided,  however,  that on  January  1, 2009 and each  January  1,
thereafter,  the Term shall be  automatically  extended for one additional  year
unless, not later than six months prior to the scheduled  expiration of the Term
(including  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


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asserting  any such fact or  circumstance  in enforcing the  Executive's  or the
Company's rights hereunder.

               (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 at which the Executive  may, at
the Executive's  election,  be represented by counsel and at which the Executive
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's
intention  to  terminate  the  Executive  for Cause and  stating  in detail  the
particular  event(s) or  circumstance(s)  which the Board  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 the shares  underlying  the
option 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


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recently completed fiscal year and (y) a 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 accrued  vacation pay,
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) two  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 two 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  medical,  dental and
life  insurance  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  medical,
dental and life insurance Benefit Plans in effect on the Measurement Date or, if
more favorable to the Executive and the Executive's  family, in effect generally
at any time  thereafter with respect to other peer executives of the Company and
its affiliated companies; provided, however, that (A) if the terms of a medical,
dental or life  insurance  Benefit  Plan do not permit  continued  participation
therein by a former employee, then an equitable arrangement shall be made by the
Company (such as a substitute or alternative  plan) to provide as  substantially
equivalent a benefit as is reasonably  possible and (B) if the Executive becomes
reemployed with another employer and is eligible to receive a particular type of
benefits (e.g., medical insurance benefits) from such employer on terms at least
as favorable to the Executive and the Executive's 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 the Executive's family; and

                    (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  (other than severance  benefits)  (such other amounts and
benefits shall be hereinafter referred to as the "Other Benefits").

               (b)  Resignation  without Good Reason;  Termination  for Death or
Disability.  If the Executive voluntarily  terminates the Executive's 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 the Executive's estate, if applicable),  in a lump sum
in cash within 30 days after the Date of


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                                                                    Page 8 of 12

Termination,  the  Accrued  Obligations  and (ii)  timely  pay or provide to the
Executive the Other Benefits.

               (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 Executive's annual
base salary through the Date of  Termination,  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


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                                                                    Page 9 of 12

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.

               (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 $20,000,
with such  services to extend until the earlier of (i) 12 months  following  the
termination of the 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.
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                                                                   Page 10 of 12

          4.6  Release  of  Claims  by  Executive.  The  Executive  shall not be
entitled  to any  payments  or other  benefits  hereunder  unless the  Executive
executes and, if applicable,  does not revoke,  a full and complete  release and
separation agreement in the form to be provided by the Company.

     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 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.  The Board 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.

          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


<PAGE>

                                                                   Page 11 of 12

should die while any amount  would  still be  payable  to the  Executive  or the
Executive's  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.

               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.
<PAGE>
                                                                   Page 12 of 12

               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 under
seal as of the day and year first set forth above.


                                                THERMO ELECTRON CORPORATION

                                                --------------------------------
                                                By:



                                                EXECUTIVE

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









</TEXT>
</DOCUMENT>
