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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 .
-2-
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
iss
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