MATRIXX INITIATIVES, INC. 2001 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK PROGRAM AGREEMENT

EXHIBIT 99.2

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 ___, 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 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 the Grantee agree as follows:

               Subject to the terms of this Agreement, the Company hereby grants ___shares of the Company’s common stock (the “ Common Stock ”) to the Grantee. The delivery of

any documents evidencing the Common Stock granted pursuant to this Agreement shall be subject to the provisions of Section 4 below.

               Upon the issuance by the Company to the Grantee of any Common Stock pursuant to this Agreement, the Grantee 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.

                  The Grantee 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

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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.

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                  Except as set forth in this Agreement, the Grantee 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 Grantee if the Grantee’s employment with the Company is terminated for any reason other than death or Disability (as defined in the Plan).

                  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 Plan), and (iii) the date on which the 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 shares of Common Stock issued hereunder will not lapse unless the Grantee is employed by the Company as of the date the restrictions expire.

                  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.

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                  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 Grantee, prior to or after the issuance of any shares of Common Stock hereunder, to sign and deliver to the