UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  --------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report
                        (Date of earliest event reported)
                                  May 17, 2005

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

                           THERMO ELECTRON CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                                                                                        

                Delaware                                1-8002                            04-2209186
    (State or other Jurisdiction of            (Commission File Number)       (IRS Employer Identification No.)
             Incorporation)

                      81 Wyman Street, P.O. Box 9046                                   02454-9046
                          Waltham, Massachusetts                                       (Zip Code)
                 (Address of Principal Executive Offices)


                                 (781) 622-1000
                         (Registrant's Telephone Number,
                              Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

? Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01         Entry into a Material Definitive Agreement

         On February 25, 2005, the Board of Directors (the "Board") of Thermo
Electron Corporation (the "Company") and the Compensation Committee of the Board
(the "Compensation Committee") adopted the Thermo Electron Corporation 2005
Stock Incentive Plan (the "Plan"), subject to stockholder approval. On May 17,
2005, at the Company's 2005 Annual Meeting of Stockholders, the stockholders of
the Company approved the Plan.

         Under the Plan, 11,000,000 shares of Common Stock are available for
issuance, subject to adjustment in the event of changes in capitalization,
reorganization and other similar events. Employees, officers, directors,
consultants and advisors of the Company and its subsidiaries are eligible to
receive stock options, stock appreciation rights, restricted stock and other
stock-based awards under the Plan. A description of the material features of the
Plan found in the Company's Proxy Statement for its 2005 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on April 7, 2005
is set forth below.

         The following description of the material features of the Plan does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Plan, which was filed with the Securities and Exchange Commission on
April 7, 2005 as Appendix B to the Company's Proxy Statement for its 2005 Annual
Meeting of Stockholders and is incorporated herein by reference. Attached hereto
as Exhibit 99.1 is the Form of Thermo Electron Corporation Stock Option
Agreement for use in connection with the grant of stock options under the
Company's 2005 Stock Incentive Plan to officers and directors of the Company.

         Material Features of the Plan

         Purpose. The purpose of the Plan is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who are expected to make important contributions to the Company
and by providing such persons with equity ownership opportunities and
performance-based incentives that are intended to align their interests with
those of the Company's stockholders.

         Eligibility and Types of Awards. Employees, officers, directors,
consultants and advisors of the Company and its subsidiaries are eligible to
receive stock options, stock appreciation rights (SARs), restricted stock and
other stock-based awards (each, an "Award") under the Plan.

         Administration and Delegation. The Plan is administered by the Board,
which has the authority to grant Awards and to adopt, amend and repeal such
administrative rules, guidelines and practices relating to the Plan as it deems
advisable. The Board may delegate its powers under the Plan to one or more
committees or subcommittees of the Board. In addition, the Board may delegate to
one or more officers of the Company the power to grant Awards to employees of
the Company and to exercise such other powers under the Plan as the Board may
determine, subject to the limitations set forth in the Plan. The Board has
authorized the Compensation Committee to administer the Plan. The Compensation
Committee is currently comprised of three directors who are (a) "independent
directors" for the purposes of the Company's Corporate Governance Guidelines,
the Compensation Committee's charter and the New York Stock Exchange ("NYSE")
listing requirements, (b) "non-employee directors" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, and (c) "outside
directors" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"). All references in this summary
to the "Board" shall mean the Board or the Compensation Committee to the extent
that the Board's powers and authority under the Plan have been delegated to such
committee.


         Shares Available for Award. Awards for up to 11,000,000 shares of
Common Stock may be made under the Plan, subject to adjustment in the event of
changes in capitalization, reorganization and change in control events. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares. For purposes of counting shares available for the
grant of Awards under the Plan, (i) shares of Common Stock covered by
independent SARs (as defined below) will be counted against the number of shares
available under the Plan; provided, however, that independent SARs that may be
settled in cash only will not be so counted; (ii) if any Award (A) expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or (B) results in any Common Stock not being
issued, the unused Common Stock covered by such Award will again be available
under the Plan; and (iii) shares of Common Stock tendered to the Company by a
participant to (A) purchase shares of Common Stock upon the exercise of an Award
or (B) satisfy tax withholding obligations will not be added back to the number
of shares available under the Plan.

         Sub-limits. Subject to adjustment in the event of changes in
capitalization, reorganization and change in control events, the maximum number
of shares of Common Stock with respect to which (a) Awards other than options
and SARs may be granted is 3,000,000, (b) Awards may be granted to non-employee
directors is 500,000, and (c) Awards may be granted to any participant under the
Plan is 1,500,000 per calendar year.

         Stock Options. The Board may grant either "incentive" stock options
within the meaning of Section 422 of the Internal Revenue Code or
"non-qualified" stock options (options not intended to qualify as incentive
stock options). The Board determines the terms of each option at the time of
grant, including the number of shares of Common Stock to be covered by, the
exercise price of, and the conditions and limitations applicable to the exercise
of each option; provided that the exercise price of an option may not be less
than 100% of the fair market value per share of Common Stock as of the date of
grant and the term of an option may not exceed 10 years. The Plan permits the
following forms of payment of the exercise price of options: (i) payment by
cash, check or, except as the Board may otherwise provide in an option agreement
by an undertaking of a broker in connection with a "cashless exercise", (ii)
subject to certain conditions, surrender to the Company of shares of Common
Stock, (iii) subject to certain conditions, delivery to the Company of a
promissory note, (iv) any other lawful means, or (v) any combination of these
forms of payment.

         Repricing. Unless approved by the Company's stockholders (a) no
outstanding option granted under the Plan may be amended to provide an exercise
price lower than the then-current exercise price of such option (other than
adjustments for changes in capitalization, reorganization and change in control
events) and (b) the Board may not cancel any outstanding option and grant in
substitution therefor new Awards under the Plan covering the same or a different
number of shares of Common Stock and having an exercise price lower than the
then-current exercise price of the cancelled option.

         Substitute Options. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant options in substitution for any options or
other stock or stock-based awards granted by such other entity or an affiliate
thereof. Substitute options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on options
contained in the Plan. Substitute options will not count against the overall
share limit, except as may be required by Section 422 and related provisions of
the Internal Revenue Code.




         Stock Appreciation Rights. The Board may grant stock appreciation
rights in tandem with, or independently of, stock options granted under the
Plan. A stock appreciation right not expressly granted in tandem with an option,
or independent SAR, will become exercisable at such time or times, and on such
conditions, as the Board may specify in the SAR Award. A stock appreciation
right may be based solely on appreciation in the fair market value of Common
Stock or on a comparison of such appreciation with some other measure of market
growth. The date as of which such appreciation or other measure is determined
will be the exercise date unless another date is specified by the Board in the
SAR Award. The Company has not issued SARs under any of its currently effective
equity incentive plans, and does not currently have any SARs outstanding.

         Restricted Stock. The Board may grant shares of restricted stock
subject to forfeiture or the right of the Company to repurchase such shares in
the event conditions specified by the Board. The Board determines the terms of a
restricted stock Award at the time of grant, including the conditions for
repurchase or forfeiture and the issue price, if any; provided, that except as
described in the following paragraph, for restricted stock Awards that vest (a)
solely upon the passage of time, no vesting will occur prior to the first
anniversary of the date of grant, no more than 33-1/3% may vest prior to the
second anniversary of the date of grant, and no more than 66-2/3% may vest prior
to the third anniversary of the date of grant and (b) upon the passage of time
and provide for accelerated vesting based on performance, the restricted stock
Award may not vest prior to the first anniversary of the date of grant.

         The limitations on vesting described in the immediately preceding
paragraph will not apply to (i) Awards granted in accordance with the
requirements provided in the Plan to comply with Section 162(m) of the Internal
Revenue Code or (ii) to a maximum of 500,000 shares of Common Stock with respect
to which restricted stock Awards may be granted. With respect to restricted
stock Awards that are subject to the limitations on vesting described in the
immediately preceding paragraph, the Board may waive its rights to repurchase
shares of Common Stock (or waive forfeiture thereof) or remove or modify any
part or all of the restrictions (or vesting thereof) applicable to the
restricted stock Award (x) at the time a restricted stock Award is granted, in
exercise of the authority granted to the Board to determine the effect on an
Award of the death, disability, retirement or other change in the employment or
other status of the Participant, and (y) as described herein in the event of
changes in capitalization, reorganization, and change in control events or in
such other extraordinary circumstances (as determined by the Board) affecting
the Company, a participant or the Plan after the restricted stock Award has been
granted.

         Other Stock-Based Awards. The Board may grant other Awards of shares of
Common Stock, and other Awards that are valued in whole or in part by reference
to, or are otherwise based on, shares of Common Stock or other property. Subject
to the provisions of the Plan, the Board will determine the conditions of each
such Awards, including any purchase price applicable thereto.

         Certain Performance Conditions. If a restricted stock Award or other
applicable stock-based Award is intended to meet the requirements of 162(m) of
the Internal Revenue Code, then the lapsing of restrictions thereon and the
distribution of shares pursuant thereto, as applicable, will be subject to the
achievement of one or more objective performance goals established by a
committee of the Board, the members of which are "outside directors" within the
meaning of the Internal Revenue Code (the "Section 162(m) Committee"), which



shall be based on the relative or absolute attainment of specified levels of one
or any combination of the following: (a) earnings per share, (b) return on
average equity or average assets in relation to a peer group of companies
designated by the Company, (c) earnings, (d) earnings growth, (e) earnings
before interest, taxes and amortization (EBITA), (f) operating income, (g)
operating margins, (h) revenues, (i) expenses, (j) stock price, (k) market
share, (l) chargeoffs, (m) reductions in non-performing assets, (n) return on
sales, assets, equity or investment, (o) regulatory compliance, (p) satisfactory
internal or external audits, (q) improvement of financial ratings, (r)
achievement of balance sheet or income statement objectives, (s) net cash
provided from continuing operations, (t) stock price appreciation, (u) total
shareholder return, (v) cost control, (w) strategic initiatives, (x) net
operating profit after tax, (y) pre-tax or after-tax income, (z) cash flow, or
(aa) such other objective goals established by the Section 162(m) Committee, and
may be absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated. Such performance goals
may be adjusted to exclude any one or more of (i) extraordinary items and other
unusual or non-recurring items, (ii) discontinued operations, (iii) gains or
losses on the dispositions of discontinued operations, (iv) the cumulative
effects of changes in accounting principles, (v) the writedown of any asset, and
(vi) charges for restructuring and rationalization programs. Such performance
goals may vary by Participant and may be different for different Awards. Such
performance goals may be particular to a Participant or the department, branch,
line of business, subsidiary or other unit in which the Participant works and
may cover such period as may be specified by the Section 162(m) Committee. Such
performance goals will be set by the Section 162(m) Committee within the time
period prescribed by, and will otherwise comply with the requirements of,
Section 162(m). Notwithstanding any provision of the Plan, with respect to any
restricted stock Award or other applicable stock-based Award that is intended to
meet the requirements of Section 162(m) of the Internal Revenue Code, the
Section 162(m) Committee may adjust downwards, but not upwards, the number of
shares payable pursuant to such Award, and the Section 162(m) Committee may not
waive the achievement of the applicable performance goals except in the case of
the death or disability of the participant.

         Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under the Plan,
(ii) the sub-limits set forth in the Plan, (iii) the number and class of
securities and exercise price per share of each outstanding option, (iv) the
share- and per-share provisions of each SAR, (v) the repurchase price per share
subject to each outstanding restricted stock Award and (vi) the share- and
per-share-related provisions of each outstanding other applicable stock-based
Award, will be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent determined by the Board.

         Reorganization Event - Effect on Options. Upon the occurrence of a
Reorganization Event (as defined in the Plan) (regardless of whether such event
also constitutes a Change in Control Event (as defined in the Plan)), all
outstanding options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof); provided that if the Reorganization Event also constitutes a Change in
Control Event, such assumed or substituted options shall be immediately
exercisable in full. Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does not agree to assume, or
substitute for, such options, or in the event of a liquidation or dissolution of
the Company, the Board will provide that all then unexercised options will



become exercisable in full as of a specified time prior to the Reorganization
Event and will terminate immediately prior to the consummation of such
Reorganization Event, except as otherwise provided in the Plan.

         Change in Control Event that is not a Reorganization Event - Effect on
Options. Upon the occurrence of a Change in Control Event that does not also
constitute a Reorganization Event, all Options then-outstanding shall
automatically become immediately exercisable in full.

         Reorganization Event that is not a Change in Control Event -- Effect on
Restricted Stock Awards. Upon the occurrence of a Reorganization Event that is
not a Change in Control Event, the repurchase and other rights of the Company
under each outstanding restricted stock Award shall inure to the benefit of the
Company's successor and shall apply to the cash, securities or other property
which the Common Stock was converted into or exchanged for pursuant to such
Reorganization Event in the same manner and to the same extent as they applied
to the Common Stock subject to such restricted stock Award.

         Change in Control Event -- Effect on Restricted Stock Awards. Upon the
occurrence of a Change in Control Event (regardless of whether such event also
constitutes a Reorganization Event), all restrictions and conditions on all
restricted stock Awards then-outstanding shall automatically be deemed
terminated or satisfied.

         Transferability of Awards. Awards are non-transferable, except by will
or the laws of descent and distribution or, other than in the case of an
incentive stock option, pursuant to a qualified domestic relations order; except
that the Board may permit or provide in an Award for the gratuitous transfer of
the Award by the Participant to or for the benefit of any immediate family
member, family trust or family partnership established solely for the benefit of
the Participant and/or an immediate family member thereof if, with respect to
such proposed transferee, the Company would be eligible to use a Form S-8 for
the registration of the sale of the Common Stock subject to such option under
the Securities Act of 1933, as amended; provided that the Company shall not be
required to recognize any such transfer until such time as the Participant and
such permitted transferee shall, as a condition to such transfer, deliver to the
Company a written instrument in form and substance satisfactory to the Company
confirming that such transferee shall be bound by all of the terms and
conditions of the Award.

         Amendment of Award. Except with respect to limitations on repricing
stock options and vesting of restricted stock described herein, the Board may
amend, modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type, changing
the date of exercise or realization, accelerating the vesting and converting an
incentive stock option to a non-qualified stock option, provided that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

         Effective Date and Term of Plan. The Plan became effective on February
25, 2005 (the date on which the Plan was adopted by the Board), but no Award may
be granted unless and until the Plan is approved by the Company's stockholders.
No Awards may be granted under the Plan after the completion of 10 years from
the date on which the Plan was adopted by the Board.

         Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time; provided that (i) to the extent required by
Section 162(m), no Award granted to a participant intended to comply with
Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such



amendment has been approved by the Company's stockholders if required by Section
162(m); (ii) no amendment that would require stockholder approval under the
rules of the NYSE may be made effective unless and until such amendment has been
approved by the Company's stockholders, and (iii) if the NYSE amends its
corporate governance rules so that such rules no longer require stockholder
approval of "material revisions" to equity compensation plans, then, from and
after the effective date of such amendment to the NYSE rules, no amendment to
the Plan (A) materially increasing the number of shares authorized under the
Plan, (B) expanding the types of Awards that may be granted under the Plan, (C)
materially expanding the class of participants eligible to participate in the
Plan, or (D) deleting or limiting any provisions prohibiting repricing of
options shall be effective unless stockholder approval is obtained. In addition,
if at any time the approval of the Company's stockholders is required as to any
other modification or amendment under Section 422 of the Internal Revenue Code
or any successor provision with respect to incentive stock options, the Board
may not effect such modification or amendment without such approval.



Item 9.01         Financial Statements and Exhibits

(c)      Exhibits

         99.1     Form of Thermo Electron Corporation Stock Option Agreement for
                  use in connection with the grant of stock options under the
                  Registrant's 2005 Stock Incentive Plan to officers and
                  directors of the Registrant.







                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized, on this 23rd day of May 2005.


                                THERMO ELECTRON CORPORATION


                                By:     /s/ Seth H. Hoogasian
                                        -----------------------------
                                Name:   Seth H. Hoogasian
                                Title:  Vice President




                                                                    Exhibit 99.1

[D&O Form as of 02/25/05]


                           THERMO ELECTRON CORPORATION


                       NONSTATUTORY STOCK OPTION AGREEMENT


                                  Granted Under
                            2005 Stock Incentive Plan



1. Grant of Option.

         This agreement evidences the grant by Thermo Electron Corporation, a
Delaware corporation (the "Company"), on [ ], 200[ ] (the "Grant Date") to [ ]
(the "Participant"), an employee, officer, consultant, or director of the
Company or one of its Subsidiaries, of an option to purchase, in whole or in
part, on the terms provided herein and in the Company's 2005 Stock Incentive
Plan (the "Plan"), a total of [ ] shares (the "Shares") of common stock, $1.00
par value per share, of the Company ("Common Stock") at $[ ] per Share. Unless
earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[_______] (the "Final Exercise Date").

         It is intended that the option evidenced by this agreement shall not be
an incentive stock option as defined in Section 422 of the Code. Except as
otherwise indicated by the context, the term "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms. Capitalized terms used in this Agreement
and not otherwise defined shall have the same meaning as in the Plan.

2. Vesting Schedule. Except as otherwise provided in paragraphs (d) and (f) of
Section 3 below and the Plan, this option will become exercisable ("vest") as
to__________________. [The vesting of this option shall be in accordance with
the provision of the Plan. In the event of this option vests based solely on the
passage of time, insert the following in the blank above: "[ ]% of the original
number of Shares on the [____] anniversary of the Grant Date and as to an
additional [ ] % of the original number of Shares at the end of [each]
anniversary of the Grant Date following the first anniversary of the Grant Date
until the [__________] anniversary of the Grant Date"] The right of exercise
shall be cumulative so that to the extent the option is not exercised in any
period to the maximum extent permissible it shall continue to be exercisable, in
whole or in part, with respect to all Shares for which it is vested until the
earlier of the Final Exercise Date or the termination of this option under
Section 3 hereof.

3. Exercise of Option.

        (a) Form of Exercise. Each election to exercise this option shall be in
accordance with the instructions described in "The Guide for Employees of Thermo
Electron Corporation Stock Option Plans" as may be amended from time to time.
The Participant may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any fractional
share.


        (b) Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Participant, at the time he or she exercises this option, is, and has been
at all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive
option grants under the Plan (an "Eligible Participant").

        (c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d)-(f) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable only to the extent that
the Participant was entitled to exercise this option on the date of such
cessation.

        (d) Death or Disability. If the Participant dies or becomes disabled
(as defined below) prior to the Final Exercise Date while he or she is an
Eligible Participant, this option shall vest and become 100% exercisable upon
the date of such death or disability and the right to exercise this option
shall terminate one year following such date (but in no event after the Final
Exercise Date). For the purposes of this Agreement, a Participant shall be
deemed to be "disabled" at such time as the Participant is receiving
disability benefits under the Company's Long Term Disability Coverage, as
then in effect.

        (e) Discharge for Cause. If the Participant, prior to the Final
Exercise Date, is discharged by the Company or a Subsidiary for "cause" (as
defined below), the right to exercise this option shall terminate immediately
upon the effective date of such discharge. For the purposes of this Agreement,
"cause" shall mean (i) the commitment of a felony or any crime involving moral
turpitude by the Participant that is materially injurious to the Company or
(ii) in carrying out his or her duties, the Participant intentionally engages
in conduct that constitutes gross neglect or gross misconduct that is
materially injurious to the Company. The Participant shall be considered to
have been discharged for cause if the Company determines, within 30 days after
the Participant's resignation, that discharge for cause was warranted.

        (f) Retirement. If the Participant "retires" from the Company or a
Subsidiary prior to the Final Exercise Date then, subject to Section 3(e)
above, this option shall vest and become 100% exercisable upon the date of
such retirement and the right to exercise this option shall terminate eighteen
months following such date (but in no event after the Final Exercise Date),
provided that the retirement date occurs at least one year after the Grant Date.
For the purposes of this Agreement, a Participant shall be deemed to have
"retired" (i) in the event of a non-employee director of the Company, when he
or she ceases to be a director of the Company and (ii) in the event of an
employee of the Company or a Subsidiary, upon his or her resignation from
employment with the Company or a Subsidiary either (A) after the age of 55 and
the completion of 10 continuous years service to the Company or a Subsidiary
comprising at least 20 hours per week or (B) after the age of 60 and the
completion of 5 continuous years service to the Company or a Subsidiary
comprising at least 20 hours per week.

4. Withholding. No Shares will be issued pursuant to the exercise of this option
unless and until the Participant pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in




respect of this option in accordance with the instructions therefor described
in "The Guide for Employees of Thermo Electron Corporation Stock Option Plans"
as may be amended from time to time; provided, however, except as otherwise
permitted by the Board, the total tax withholding where stock is being used to
satisfy such tax obligations cannot exceed the Company's minimum statutory
withholding obligations (based on minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income).

5. Nontransferability of Option. This option may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, this option shall be
exercisable only by the Participant. Notwithstanding the foregoing, the Company
consents to the gratuitous transfer of this option by the Participant to or for
the benefit of any immediate family member, family trust or family partnership
established solely for the benefit of the Participant and/or an immediate family
member thereof; provided that with respect to such proposed transferee the
Company would be eligible to use a Form S-8 for the registration of the sale of
the Common Stock subject to such option under the Securities Act of 1933, as
amended; and provided further that the Company shall not be required to
recognize any such transfer until such time as the Participant and such
permitted transferee shall, as a condition to such transfer, deliver to the
Company a written instrument in form and substance satisfactory to the Company
confirming that such transferee shall be bound by all of the terms and
conditions of this Agreement.

6. Provisions of the Plan. This option is subject to the provisions of the Plan,
a copy of which is furnished to the Participant with this option.

7. No Right To Employment or Other Status. The grant of this option shall not be
construed as giving the Participant the right to continued employment or any
other relationship with the Company or Subsidiary. The Company and Subsidiaries
expressly reserve the right at any time to dismiss or otherwise terminate its
relationship with the Participant free from any liability or claim under the
Plan or this Agreement, except as expressly provided herein.

8. Governing Law. This option shall be governed by and interpreted in accordance
with the laws of the State of Delaware, without regard to any applicable
conflicts of law.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




     IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.


                                        THERMO ELECTRON CORPORATION


Dated: _________                        By: ____________________________________
                                        Name: __________________________________
                                        Title:__________________________________