Common use of Treatment of Restricted Stock Clause in Contracts

Treatment of Restricted Stock. Pursuant to arrangements agreed upon among Thermo Electron, Viasys and the Active Employees of the Viasys Group who hold restricted shares of Thermo Electron Common Stock, effective as of the Distribution Date all such restricted shares immediately prior to the Distribution Date by such Active Employees shall be exchanged for a number of restricted shares of Viasys Common Stock equal to the number of such restricted shares of Thermo Electron Common Stock being exchanged multiplied by the Viasys Exchange Ratio. The restricted shares of Viasys Common Stock so issued shall be subject to terms and conditions equivalent to those applicable to the restricted shares of Thermo Electron Common Stock, as effective immediately prior to the Distribution Date.