exv10w5



 





EXHIBIT 10.05




FIRST AMENDMENT TO THE MATRIXX INITIATIVES, INC.

2001 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK PROGRAM AGREEMENTS




     This Amendment to the Restricted Stock Program Agreements (this “Amendment”), is entered into
between Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), and Edward Faber
(the “Director”), as of October 18, 2006 (the “Effective Date”).



RECITALS




     A. The Company entered into a restricted stock program agreement with the Director on January
3, 2006 (together, the “Restricted Stock Program Agreement”) pursuant to the Matrixx
Initiatives, Inc. 2001 Long-Term Incentive Plan, as amended (formerly known as the Gumtech
International, Inc. 2001 Long-Term Incentive Plan) (the “Plan”).



     B. The Board of Directors has implemented a mandatory director retirement policy requiring
directors to retire immediately prior to the Annual Meeting of Stockholders held in the year of the
director’s 72nd birthday; the policy also requires that the Director, who was in excess of 72 years
of age on May 18, 2005, retire immediately prior to the Annual Meeting of Stockholders to be held
in 2008.



     C. The Compensation Committee of the Board of Directors, acting as the Plan Committee,
believes that entering into this Amendment is appropriate given the mandatory director retirement
policy.



     NOW, THEREFORE, in consideration of the mutual covenants and conditions in this Agreement and
for other good and valuable consideration, the Company and the Director agree as follows:



1. Amendment of Section 3(B). Section 3(B) of the Restricted Stock Program
Agreement is hereby deleted and replaced in its entirety by the following:



                    B. Return of Common Stock.




     Except as set forth in this Agreement, the Director will transfer those shares
of Common Stock for which the restrictions have not lapsed under Section 3.C. to
the Company immediately and without any payment to the Director if the Director
ceases to serve on the Board of Directors or any committee thereof for any reason
other than death; Disability (as defined in the Plan); or mandatory retirement, as
provided in the Company’s Corporate Governance Principles, as amended from time to
time.



2. Amendment of Section 3(C). Section 3(C) of the Restricted Stock Program
Agreement is hereby deleted and replaced in its entirety by the following:



 









 








                    C. Lapse of Restrictions.




     Subject to the other conditions in this Section 3, the restrictions on
disposition of the shares of Common Stock issued hereunder will lapse upon the
first of the following dates: (i) the third anniversary of the Date of Grant, (ii)
the effective date of a Change of Control (as that term is defined in the form of
Change of Control Agreement filed with the Securities Exchange Commission on March
13, 2006 as Exhibit 10.12 to the Company’s 2005 Form 10-K), and (iii) the
date on which the Director ceases to serve on the Board of Directors or any
committee thereof on account of his death; Disability (as that term is defined in
the Plan); or mandatory retirement, as provided in the Company’s Corporate
Governance Principles, as amended from time to time; provided, however, that the
restrictions on the disposition of the shares of Common Stock issued hereunder will
not lapse unless the Director is serving on the Board of Directors or any committee
thereof as of the date the restrictions expire.



3. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, administrators, executors, successors,
and assigns. The parties hereby consent to the personal jurisdiction of the courts
located in the State of Arizona.



4. Execution in Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be considered an original, but all of which together
shall be deemed to be one and the same document.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 
	MATRIXX INITIATIVES, INC.

	 	 	 	DIRECTOR	 	 
	 
	 	 	 	 	 	 
	 

Carl Johnson

	 	 	 	 

Edward Faber
	 	 
	Chief Executive Officer