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
                                    Twenty-Five Thousand (25,000) 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 Six Thousand
                                    Two Hundred Fifty (6,250) of the Restricted
                                    Shares on the first anniversary of this
                                    Agreement and an additional Six Thousand Two
                                    Hundred Fifty (6,250) 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 Twenty-Five
                                    Thousand (25,000) 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 or Change in      Upon the death or disability of the
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:                               Chattem intends to amend the terms of its
                                    existing Non-Statutory Stock Option Plan -
                                    2000 or create a new plan (the "Plan")
                                    governing the award of the Restricted Shares
                                    thereunder. However, such an amendment or
                                    creation of a Plan shall not be a condition
                                    precedent to the issuance of the Restricted
                                    Shares, all of which have been validly
                                    issued hereby.

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 24th day of
April, 2001.

                                           Chattem, Inc.

                                           By:_________________________________
                                                For the Compensation Committee



                                           Recipient:__________________________
                                                       Zan Guerry