EXHIBIT 10.1
                                                                    ------------



                           RESTRICTED STOCK AGREEMENT
                           --------------------------

                  The Compensation Committee (the "Committee") of the Board of
Directors of Chattem, Inc. ("Chattem") has selected Zan Guerry as the recipient
("Recipient") of the following described shares of restricted common stock (the
"Restricted Shares") in accordance with the following terms:

Administration:                      The Committee of the Board of Directors of
                                     Chattem will administer the grant of
                                     Restricted Shares.

Shares Subject to Grant:             Chattem hereby awards the Recipient
                                     Sixty-Nine Thousand (69,000) Restricted
                                     Shares. Chattem shall instruct its transfer
                                     agent to deliver a certificate to the
                                     Recipient representing the Restricted
                                     Shares as soon as reasonably practicable.
                                     The certificate representing the Restricted
                                     Shares shall include an appropriate legend
                                     concerning the restrictions upon such
                                     Restricted Shares.

Restrictions:                        The Restricted Shares shall be owned free
                                     of restrictions with respect to Seventeen
                                     Thousand Two Hundred Fifty (17,250) of the
                                     Restricted Shares on the first anniversary
                                     of this Agreement and an additional
                                     Seventeen Thousand Two Hundred Fifty
                                     (17,250) of such Restricted Shares shall be
                                     owned free of restrictions, on a cumulative
                                     basis, on each of the three (3) succeeding
                                     anniversaries of this Agreement so that
                                     four (4) years from the date of this
                                     Agreement all Sixty-Nine Thousand (69,000)
                                     of such Restricted Shares shall be owned
                                     free of restrictions.

Transferability:                     The restricted portion of the Restricted
                                     Shares are not transferable.

Termination of Employment:           If prior to lapse of restrictions the
                                     Recipient's employment has terminated for
                                     any reason other than death, retirement,
                                     disability or a Change in Control (as
                                     defined in the Recipient's Employment
                                     Agreement), then the portion of the
                                     Restricted Shares that remain subject to
                                     restrictions shall automatically be
                                     forfeited to Chattem.

Death, Disability                    Upon the death or disability of the
or Change in Control:                Recipient or a Change in Control, all of
                                     the Restricted Shares shall immediately be
                                     owned free of restrictions.

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Taxes:                               The Recipient currently intends to make a
                                     "Section 83(b) election" under the Internal
                                     Revenue Code with respect to the Restricted
                                     Shares, immediately triggering the payment
                                     of ordinary income tax with respect to the
                                     fair market value of the Restricted Shares
                                     on the date hereof. Chattem shall reimburse
                                     the Recipient on a "grossed up" basis for
                                     the payment of federal income or any other
                                     tax resulting from Recipient's making the
                                     Section 83(b) election or receipt of the
                                     Restricted Shares.

Plan:                                The Restricted Shares shall be issued under
                                     Chattem's 2003 Stock Incentive Plan.

Section                              16: It is intended that the Restricted
                                     Shares be granted in compliance with the
                                     provisions of Rule 16(b)(3) of the
                                     Securities Exchange Act of 1934, as
                                     amended.

                  This Restricted Stock Agreement is dated to be effective this
29th day of May, 2003.

                                     Chattem, Inc.

                                     By:_________________________________
                                           Alec Taylor
                                           For the Compensation Committee



                                     Recipient:

                                     ____________________________________
                                     Zan Guerry