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Exhibit 10.03




MATRIXX INITIATIVES, INC.



2001 LONG-TERM INCENTIVE PLAN



RESTRICTED STOCK
PROGRAM AGREEMENT (Directors)




      This Restricted Stock Program Agreement (this “Agreement”) is entered into between
Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), and                     
(the “Director”), as of                           , 200      (the “Date of Grant”).



RECITALS




      A. The Company has adopted 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”) to allow the Company to make grants that will provide an incentive to attract and
retain eligible individuals whose services are considered unusually valuable by providing them an
opportunity to have a proprietary interest in the success of the Company.



      B. The Company believes that entering into this Agreement with the Director is consistent with
the above stated purposes.



      C. Any capitalized term not otherwise defined will have the meaning ascribed to it in the
Plan.



      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. GRANT OF COMMON STOCK.




          Subject to the terms of this Agreement, the Company hereby grants                      shares of the
Company’s common stock (the “Common Stock”) to the Director. The delivery of any documents
evidencing the Common Stock granted pursuant to this Agreement shall be subject to the provisions
of Section 4 below.




          2. RIGHTS OF DIRECTOR.




          Upon the issuance by the Company to the Director of any Common Stock pursuant to this
Agreement, the Director will become a shareholder with respect to all of the Common Stock granted
to him pursuant to Section 1 and will have all of the rights of a shareholder in the Company with
respect to such Common Stock, including, without limitation, the right to receive notice of, attend
and vote at meetings of the Company’s shareholders and to receive any dividend on such Common Stock
that the Company may declare and pay from time to time; provided, however, that such Common Stock
will be subject to the restrictions set forth in this Agreement.




 









 








          3. RESTRICTIONS ON COMMON STOCK SUBJECT TO THIS AGREEMENT.




               A. Limitations on Transfer.



               The Director agrees not to sell, transfer, pledge, exchange, hypothecate, grant any security
interest in, or otherwise dispose of, any shares of Common Stock issued to him pursuant to this
Agreement before the date on which the restrictions on those shares lapse in accordance with
Section 3.C., or enter into any agreement to do so. Any such attempted sale, transfer, pledge,
exchange, hypothecation or disposition of any such shares of Common Stock will be null and void,
and the Company will not recognize or give effect to such transaction on its books and records
(including the books and records of the Company’s transfer agent) or recognize the person or
persons to whom such sale, transfer, pledge, exchange, hypothecation or disposition has been made
as the legal or beneficial owner of such shares.



               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.



               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 with respect to 50% of the Common Stock upon the
first anniversary of the Date of Grant and 50% of the Common Stock upon the second anniversary of
the Date of Grant; provided, however, that the restrictions on disposition of the shares of Common
Stock will lapse immediately upon the first of the following dates: (i) 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 (ii) 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.



          4. SECURITIES ACT.




               A. Registration.



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               The Company has the right, but not the obligation, to cause any of shares of Common Stock
issued or issuable hereunder to be registered under the appropriate rules and regulations of the
Securities and Exchange Commission.



               B. Condition on Delivery of Stock.



               The Company will not be required to deliver any shares of Common Stock issuable hereunder if,
in the opinion of counsel for the Company, the issuance would violate the Securities Act of 1933 or
any other applicable federal or state securities laws or regulations. The Company may require the
Director, prior to or after the issuance of any shares of Common Stock hereunder, to sign and
deliver to the Company a written statement, in form and content acceptable to the Company in its
sole discretion, that the Director (i) is acquiring the shares for investment and not with a view
to the sale or distribution thereof, (ii) will not sell any of such shares or any other Common
Stock of the Company that the Director may then own or hereafter acquire except with the prior
written approval of the Company, and (iii) will comply with the Securities Act of 1933, the
Securities Exchange Act of 1934 and all other applicable federal and state securities laws and
regulations.



               C. Legend.



               Share certificates representing any Common Stock issued hereunder will bear a legend
restricting the transferability of such Common Stock in substantially the following form:




“The securities represented by this certificate may not be sold,
pledged, or otherwise disposed of until the restrictions set forth
in the Restricted Stock Program Agreement dated                     ,
between Matrixx Initiatives, Inc. and                      are
satisfied.”



          5. REPRESENTATIONS OF DIRECTOR.




          In connection with Director’s receipt of the Common Stock, Director hereby represents and
warrants to the Company as follows:




               A. Further Limitations on Disposition.



               Director understands and acknowledges that he may not make any disposition, sale, or transfer
(including transfer by gift or operation of law) of all or any portion of the Common Stock except
as provided in this Agreement. Moreover, Director agrees to make no disposition of all or any
portion of the Common Stock unless and until: (i) there is then in effect a registration statement
under the Securities Act of 1933 covering such proposed disposition and such disposition is made in
accordance with said Registration Statement; (ii) the resale provisions of Rule 701 or Rule 144 are
available in the opinion of counsel to the Company; or (iii)(A) Director notifies the Company of
the proposed disposition and has furnished the Company with a detailed statement of the
circumstances surrounding the proposed



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disposition, (B) Director furnishes the Company with an opinion of Director’s counsel to the
effect that such disposition will not require registration of such Common Stock under the
Securities Act, and (C) such opinion of Director’s counsel shall have been concurred with by
counsel for the Company and the Company shall have advised Director of such concurrence.



               B. Determination of Fair Market Value.



               Director understands Fair Market Value of the Common Stock shall be determined in accordance
with Section 3.1 of the Plan.



               C. Section 83(b) Election.



               Director understands that Section 83 of the Internal Revenue Code of 1986 (the “Code”) taxes
as ordinary income the difference between the amount paid for the Common Stock and the Fair Market
Value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this
context, “restriction” means the restrictions set forth in Section 3. The Director understands
that he may elect to be taxed at the time the Common Stock is granted rather than when the Common
Stock vests by filing an election under Section 83(b) of the Code with the Internal Revenue Service
within 30 days from the Date of Grant. The Director understands that failure to make this filing
timely will result in the recognition of ordinary income by the Director, when the Common Stock
vests, on the Fair Market Value of the Common Stock at the time such restrictions lapse.




THE DIRECTOR ACKNOWLEDGES THAT IT IS THE DIRECTOR’S SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION
UNDER SECTION 83(b), EVEN IF THE DIRECTOR REQUESTS THE COMPANY OR
ITS REPRESENTATIVES TO MAKE THIS FILING ON THE DIRECTOR’S BEHALF.



          6. NONTRANSFERABILITY OF AGREEMENT.




          The Director may not assign or transfer his rights under this Agreement, nor may he subject
such rights (or any of them) to execution, attachment, garnishment or similar process. In the
event of any such occurrence, this Agreement, and all of the Director’s rights hereunder, will
automatically be terminated and will thereafter be null and void.




          7. FEDERAL AND STATE TAXES.




          The Director may incur certain liabilities for federal, state or local taxes in connection
with the issuance of shares of Common Stock hereunder, and the Company may be required by law to
withhold such taxes. Upon determination of the year in which such taxes are due and the
determination by the Company of the amount of taxes required to be withheld, the Director shall pay
an amount equal to the amount of federal, state or local taxes required to be withheld to the
Company. If the Director fails to make such payment in a timely manner, the Company may withhold
and set-off against retainer fees, meeting fees, and, if applicable, Board




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or committee chairman fees (collectively “Fees”) payable to the Director the amount of such
required payment.




          8. ADJUSTMENT OF SHARES.




          The number of shares of Common Stock issued to the Director pursuant to this Agreement will be
adjusted in accordance with Article 11 of the Plan in the event of a change in the Company’s
capital structure. Such number of shares may also be adjusted based on any withholding of Fees by
the Company as provided in the last sentence of Section 7 hereof.




          9. AMENDMENT OF THIS AGREEMENT; TERMINATION.




          This Agreement may only be amended with the written approval of the Director and the Company.
Notwithstanding the foregoing sentence, the Company may at any time, upon written notice to the
Director, (i) amend or terminate the Plan, or (ii) terminate this Agreement; provided, however,
that termination of this Agreement by the Company will be with respect to future issuances of
Common Stock only, and will have no effect on the Director’s or the Company’s rights and
obligations hereunder, including, outstanding restrictions on the sale, transfer, pledge, exchange,
hypothecation or disposition of shares of Common Stock issued to the Director hereunder before the
effective date of such termination.




          10. GOVERNING LAW.




          This Agreement shall be governed in all respects, whether as to validity, construction,
capacity, performance, or otherwise, by the laws of the State of Arizona, without giving effect to
choice of law rules.




          11. SEVERABILITY.




          If any provision of this Agreement, or the application of any such provision to any person or
circumstance, is held to be unenforceable or invalid by any court of competent jurisdiction or
under any applicable law, the parties hereto will negotiate an equitable adjustment to the
provisions of this Agreement with the view to effecting, to the greatest extent possible, the
original purpose and intent of this Agreement, and in any event, the validity and enforceability of
the remaining provisions of this Agreement will not be affected thereby.




          12. ENTIRE AGREEMENT.




          This Agreement and the provision of the Plan applicable hereto constitute the entire, final
and complete agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, promises, understandings, negotiations, representations and
commitments, both written and oral, between the parties hereto with respect to the subject matter
hereof. Neither party hereto will be bound by or liable for any statement, representation,
promise, inducement, commitment or understanding of any kind whatsoever not expressly set forth in
this Agreement or in the Plan.




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          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized representative and the Director has signed this Agreement as of the day and year first
written above.




	 	 	 	 	 
	 	 	MATRIXX INITIATIVES, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	William J. Hemelt
	 

	 	 	 	Executive Vice President, Chief
	 

	 	 	 	Financial Officer & Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	DIRECTOR
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Signature
	 
	 	 	 	 
	 	 	 
	 	 	Name







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