exv10w4



 







    EXHIBIT 10.4



 




    Summary
    of Revised Director Compensation Structure for Non-Employee
    Directors



 



    Under the Company’s Corporate Governance Principles,
    non-employee Director compensation is reviewed periodically by
    the Board of Directors with the assistance of the Compensation
    Committee. Mr. Johnson, who is also an employee of the
    Company, receives no additional compensation for his service as
    a director. Directors receive $20,000 in annual retainer fees
    and an additional $4,000 retainer fee for each committee on
    which the Director participates. In addition to the respective
    committee retainer, the Chairman of the Audit Committee receives
    an additional annual retainer fee of $8,000; the Chairman of the
    Compensation Committee receives an additional annual retainer of
    $5,000; and the Chairman of the Corporate Governance &
    Nominating committee receives an additional annual retainer fee
    of $5,000. The annual retainer fee for the Chairman of the Board
    is $50,000. In addition, the Company reimburses Directors for
    travel expenses incurred in connection with attending Board,
    committee and stockholder meetings, and for other
    Company-business related expenses.



 



    All payments other than stock grants (which are made on the
    first trading day of the calendar year to Directors serving on
    that date) are made quarterly in arrears.



 



    On October 18, 2006, the Board of Directors approved an
    adjustment to the Company’s director compensation policy.
    Effective January 1, 2007, the annual stock component of
    the compensation of the Company’s non-employee directors
    consists of a number of shares of restricted stock, issued under
    the Company’s 2001 Long-Term Incentive Plan (the “2001
    Incentive Plan”), equal to $75,000 divided by the closing
    price of the Company’s common stock on the Nasdaq Global
    SelectMarket on the first business day of each calendar year,
    rounded up to the nearest share, with 50% of such restricted
    stock vesting on the first anniversary of each grant and 50% of
    such restricted stock vesting on the second anniversary of such
    grant. The directors must be serving on the Board of Directors
    on the date of vesting in order for the restricted stock to
    vest; however, the vesting of the restricted stock is
    accelerated upon the first to occur of a “Change of
    Control,” or the death, “Disability,” or
    mandatory retirement of the director.



 



    In June 2002, as part of the Company’s 2001 Incentive Plan,
    a Restricted Stock Program was offered to our Board of
    Directors. A director who participates in the Restricted Stock
    Program, may elect to receive, in lieu of cash, all or any
    portion of the fees payable by Matrixx to the director for
    service on the Board of Directors or any committee in the form
    of shares of our common stock. Conditions to participation
    include a three-year restriction on the sale or disposition of
    any shares received under the Restricted Stock Program. The
    purchase price for the shares is equal to 80% of the closing
    price of our common stock on the Nasdaq Global Select Market on
    the designated day of purchase.



 



    The Company does not provide retirement benefits to Directors
    under any current program.




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