<DOCUMENT>
<TYPE>EX-10.67
<SEQUENCE>8
<FILENAME>tmok03ex10-67.txt
<TEXT>
                                                                  Exhibit 10.67

Grant ID # 21- 0208
[RSA/3 yr 1/3/ Equity Plan]

                           THERMO ELECTRON CORPORATION

                              EQUITY INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT


                                 MARC N. CASPER
                                Name of Recipient

                                     30,000
                         Number of Restricted Shares of
                              Common Stock Awarded

                 Vesting Schedule for Restricted Shares Awarded:
                     # of Shares Vesting        Vesting Date
                           [10,000]             [2/26/2004]
                           [10,000]             [2/26/2005]
                           [10,000]             [2/26/2006]

                                February 26, 2003
                                   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,  your agreement to
the 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, 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/ Seth H. Hoogasian
                                   ------------------------
                                   Seth H. Hoogasian
                                   Vice President, General Counsel and Secretary

Accepted and Agreed:

/s/ Marc N. Casper
---------------------------
Marc N. Casper


                                       1
<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 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 Human Resources
          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.  Cause means the Recipient's
          willful  engagement in illegal  conduct or gross  misconduct  which is
          materially and demonstrably  injurious to the Company. For purposes of
          this Paragraph  3(c), no act or failure to act by the Recipient  shall
          be considered  "willful"  unless it is done, or omitted to be done, in
          bad faith and without

                                       2
<PAGE>

          reasonable  belief that the Recipient's  action or omission was in the
          best interests of the Company.

4.   Forfeiture.  In the event the  undersigned  ceases  to be  employed  by the
     Company or its subsidiaries for any reason other than the reasons set forth
     in Paragraph 3, the Restricted Shares, less any Restricted Shares that have
     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 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 promptly 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.

                                       3
<PAGE>

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), 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,  if the  Committee  so  determines,  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 Section 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  Human
     Resources Committee of the Board of Directors or other committee designated
     in the Plan,  shall have the  authority to manage and control the operation
     and  administration of this Agreement.  Any interpretation of the Agreement
     by the  Committee and any decision made by it with respect to the Agreement
     is final and binding.

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

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

                                       4





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