**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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