<DOCUMENT>
<TYPE>EX-10.71
<SEQUENCE>12
<FILENAME>tmok03ex10-71.txt
<TEXT>
                                                                   Exhibit 10.71


                           THERMO ELECTRON CORPORATION

                              EQUITY INCENTIVE PLAN

                           RESTRICTED STOCK AGREEMENT


                                  Jim P. Manzi
                                Name of Recipient

                                     15,000
                         Number of Restricted Shares of
                              Common Stock Awarded

     Vesting Schedule for Restricted Shares Awarded:
     # of Shares Vesting                               Vesting Date
     -------------------                                -----------
          5,000                                       December 31, 2004
          5,000                                       December 31, 2005
          5,000                                       December 31, 2006


                                December 12, 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 Equity
Incentive (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/ Seth H. Hoogasian
                                        ___________________________________
                                        Seth H. Hoogasian
                                        Vice President, General Counsel
                                        and Secretary

Accepted and Agreed:


/s/ Jim P. Manzi
---------------------------
Jim P. Manzi


<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 Chairman of the Board of the Company.  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 Chairman of the Board of the Company.

     (b)  In the event of the Recipient's  death, all Restricted Shares that
          have not previously  been  forfeited  shall  immediately  vest,
          provided  that  the Recipient was Chairman of the Board of the Company
          immediately prior to the date of death.

4.   Forfeiture.  In the event the Recipient  ceases to be Chairman of the Board
     of the Company for any reason other than death, 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 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.
<PAGE>

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 AN EQUITY INCENTIVE PLAN OF THERMO ELECTRON CORPORATION
          AND A RESTRICTED  STOCK AGREEMENT  ENTERED INTO BETWEEN THE REGISTERED
          OWNER  AND  THERMO  ELECTRON  CORPORATION.  COPIES  OF SUCH  PLAN  AND
          AGREEMENT ARE ON FILE IN THE OFFICES OF THERMO ELECTRON CORPORATION.

     (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.

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 Section 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 federal,
     state,  local  and  other  applicable  taxes  required  to be  withheld  in
     connection with such vesting, if any. 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.


<PAGE>



8.   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 such body and any decision  made by it
     with respect to the Agreement is final and binding.

9.   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.

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




</TEXT>
</DOCUMENT>
