Exhibit 10.1
MATRIXX INITIATIVES, INC.
2001 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK PROGRAM AGREEMENT
This
Restricted Stock Program Agreement (this “ Agreement
”) is entered into between Matrixx Initiatives, Inc., a
Delaware corporation (the “ Company ”), and
(the “ Grantee ”), as of
, 20___ (the “ Date of Grant ”).
RECITALS
A. The Company has adopted the
Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan, as amended
(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 Grantee 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 Grantee agree as follows:
1. GRANT OF RESTRICTED SHARES .
Subject
to the terms of this Agreement, pursuant to action taken by the
Compensation Committee of the Company’s Board of Directors on
, 20___, the Company hereby grants
shares (the “ Restricted Shares ”) of the
Company’s common stock (the “ Common Stock
”) to Grantee. The delivery of any documents evidencing the
Restricted Shares granted pursuant to this Agreement shall be
subject to the provisions of Section 3.E below.
2. RIGHTS OF GRANTEE .
Subject
to the provisions of this Agreement and the Plan, upon the issuance
by the Company to Grantee of any Restricted Shares pursuant hereto,
Grantee will become a shareholder with respect to all of the
Restricted Shares granted to Grantee pursuant to
Section 1 and will have all of the rights of a
shareholder in the Company with respect to such Restricted Shares,
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 Restricted Shares that the Company
may declare and pay from time to time; provided, however, that such
Restricted Shares will be subject to the restrictions set forth in
this Agreement.
3. RESTRICTIONS ON COMMON STOCK SUBJECT TO THIS
AGREEMENT .
A. Limitations on Transfer
.
Grantee
agrees to not sell, transfer, pledge, exchange, hypothecate, grant
any security interest in, or otherwise dispose of, any Restricted
Shares before the date on which
the
restrictions lapse under Section 3.B , or enter into
any agreement or make any commitment to do so. Any attempted sale,
transfer, pledge, exchange, hypothecation or disposition of the
Restricted Shares shall be null and void, and the Company shall 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 the Restricted
Shares.
B. Lapse of Restrictions .
Subject
to the other conditions in this Section 3 , the
restrictions on disposition of the Restricted Shares will lapse
under the following schedule:
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one-third (1/3) of such Restricted Shares (
) shall vest on the first anniversary of the Date of Grant; |
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• |
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one-third (1/3) of such Restricted Shares (
) shall vest on the second anniversary of the Date of Grant;
and |
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• |
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one-third (1/3) of such Restricted Shares (
) shall vest on the third anniversary of the Date of Grant. |
C. Accelerated Vesting .
Notwithstanding
the provisions of Section 3.B hereof, all of the
Restricted Shares, to the extent not already vested, shall fully
vest on the first to occur 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 Grantee ceases to be employed by
the Company on account of his death or Disability (as that term is
defined in the Plan); provided, however, that the restrictions on
the disposition of the Restricted Shares will not lapse unless
Grantee is employed by the Company or any Subsidiary (as that term
is defined in the Plan) as of the date the restrictions
expire.
D. Forfeiture of Restricted Shares
.
Notwithstanding
the provisions of Section 3.B hereof, if Grantee is an
employee of the Company on the Date of Grant, and Grantee’s
employment is terminated by the Company or Grantee for any reason
other than death or Disability (as that term is defined in the
Plan) on or after the Date of Grant but prior to the lapse of any
of the restrictions pursuant to Sections 3.B above,
Grantee shall forfeit the Restricted Shares that are at that time
subject to restrictions.
E. Issuance of Certificates .
The
Company shall only be required to issue stock certificates
representing those Restricted Shares whose restrictions have lapsed
in accordance with the provisions of this Agreement. Within sixty
(60) days following the lapse of restrictions on the
Restricted Shares, the Company shall issue to Grantee a stock
certificate representing such Restricted Shares. In connection with
such issuance, Grantee may return to the Company for cancellation
any previously issued stock certificate representing other
Restricted Shares
