exh10_5.htm


    EXHIBIT 10.5

    CHANGE
IN CONTROL AGREEMENT

    


    


    THIS
CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made
as of  February 25, 2009  by and between Frozen Food Express
Industries, Inc., a Texas corporation (the “Company”)  and Ronald J.
Knutson (the “Executive”).

    


     

    RECITALS

    


    A.           The
Board of Directors of Company (the “Board”) has
determined that the interests of the Company will be advanced by providing the
key executives of the Company with certain benefits in the event of the
termination of employment of any such executive in connection with or following
a Change in Control (as hereinafter defined).

    


    B.           The
Board believes that such benefits will enable the Company to continue to attract
and retain competent and qualified executives, will assure continuity and
cooperation of management and will encourage such executives to diligently
perform their duties without personal financial concerns, thereby enhancing
shareholder value and ensuring a smooth transition.

    


    C.           The
Executive is a key executive of the Company.

     

    AGREEMENTS

    


    NOW,
THEREFORE, for good and valuable consideration, including the mutual covenants
set forth herein, the parties hereto agree as follows:

    


    1.           Definitions.  The
following terms shall have the following meanings for purposes of this
Agreement.

    


    “Affiliate”
means any entity controlled by, controlling or under common control with, the
Company.

    


    “Annual
Pay” means the sum of (a) an amount equal to the sum of the current annual base
salary, the current annual car allowance and Christmas bonus payable to the
Executive by the Company or any Related Corporation at the time of the
termination of his employment, provided such base salary shall not be less than
the base salary of the Executive at the time of Change in Control, plus (b) an
amount equal to the Bonus for the Executive for the fiscal year in which his
termination of employment occurs.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Bonus”
means the sum of (a) an amount equal to ninety percent  (90%) of the
Executive’s base pay for the year of termination of his employment plus (b) an
amount equal to the Incentive Bonus Plan’s total incentive bonus payable to the
Executive under the plan for the year of termination of his
employment.

    


    “Cause”
means the Executive’s (a) willful and intentional material breach of this
Agreement, (b) willful and intentional misconduct or gross negligence in the
performance of or willful neglect of, the Executive’s duties, which has caused
material injury (monetary or otherwise) to the Company or any Related
Corporation, or (c) conviction of, or plea of nolo contendere to, a felony;
provided, however, that no act or omission shall constitute “Cause” for purposes
of this Agreement unless the Board or the Chief Executive Officer of the Company
provides to the Executive (i) written notice clearly and fully describing the
particular acts or omissions which the Board or the Chief Executive Officer of
the Company reasonably believes in good faith constitutes “Cause” and (ii) an
opportunity, within thirty (30) days following his receipt of such notice, to
meet in person with the Board or the Chief Executive Officer of the Company to
explain or defend the alleged acts or omissions relied upon by the Board or the
Chief Executive Officer of the Company and, to the extent practicable to cure
such acts or omissions.  Further, no act or omission shall be
considered as “willful” or “intentional” if the Executive reasonably believed
such acts or omissions were in the best interests of the Company.

    


    “Change
in Control” means (a) any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that
does not currently own a five percent (5%) or greater equity interest in the
Company or any Related Corporation who becomes the “beneficial owner” (as
determined pursuant to Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company or any Related Corporation representing
fifteen percent (15%) or more of the combined voting power of the Company’s or
Related Corporation’s, as the case may be, then outstanding voting securities;
or (b) a change in the composition of the Board occurring within a two (2) year
period, as a result of which fewer than a majority of the directors are
Incumbent Directors; or (c) the Company or any Related Corporation shall merge
with or consolidate into any other corporation, other than a merger or
consolidation which would result in the holders of the voting securities of the
Company or any Related Corporation, as the case may be, outstanding immediately
prior thereto holding immediately thereafter securities representing more than
sixty percent (60%) of the combined voting power of the voting securities of the
Company or any Related Corporation, as the case may be, or such surviving entity
(or its ultimate parent, if applicable) outstanding immediately after such
merger or consolidation; or (d) the equity holders of the Company or any Related
Corporation approve a plan of complete liquidation of the Company or any Related
Corporation or the consummation of an agreement for the sale or disposition by
the Company or any Related Corporation of all or substantially all of the
Company’s or Related Corporation’s assets and such plan or agreement becomes
effective, other than liquidation or sale which would result in the Company
directly or indirectly owning such interest or assets.

    


    “Code”
means the Internal Revenue Code of 1986, as amended.

    


    “Confidential
Information” means all information, whether oral or written, previously or
hereafter developed, acquired or used by the Company or any Affiliate and
relating to the business of the Company or any Affiliate that is not generally
known to others in the Company’s area of business, including without limitation
trade secrets, methods or practices developed by the Company or any Affiliate,
financial results or plans, customer or client lists, personnel information,
information relating to negotiations with clients or prospective clients,
proprietary software, databases, programming or data transmission methods, or
copyrighted materials (including without limitation, brochures, layouts,
letters, art work, copy, photographs or illustrations).  It is
expressly understood that the foregoing list shall be illustrative only and is
not intended to be an exclusive or exhaustive list of “Confidential
Information.”

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “First
Window Period” shall mean the ten (10) day period immediately following a Change
in Control.

    


    “Good
Reason” means any of the following events occurring, without the Executive’s
prior written consent specifically referring to this Agreement, within the
Transition Period following a Change in Control:

    


    (a)           (i)
any reduction in the amount of the Executive’s Annual Pay, (ii) any reduction in
the amount of Executive’s other long-term aggregate incentive compensation
opportunities, or (iii) any significant reduction in the aggregate value of the
Executive’s benefits as in effect from time to time (unless in the case of
either (ii) or (iii), such reduction is pursuant to a general change in
compensation or benefits applicable to all similarly situated employees of the
Company and its Affiliates);

    


     (b)           (i)
the removal of the Executive from the position held by him immediately prior to
the Change in Control, or (ii) any other significant reduction in the nature or
status of the Executive’s duties or responsibilities from those in effect
immediately prior to the Change in Control;

    


    (c)           the
failure by the Company or Related Corporation to pay Executive any portion of
Executive’s current compensation, or to pay Executive any portion of an
installment of deferred compensation under any compensation program of the
Company or Related Corporation within seven (7) days of the date such
compensation is due;

    


    (d)           the
failure by the Company or Related Corporation to provide Executive with the
number of paid vacation days to which Executive is entitled on the basis of
years of service with the Company or Related Corporation in accordance with the
Company’s or Related Corporation’s normal vacation policy in effect at the time
of the Change in Control;

    


    (e)           transfer
of the Executive’s principal place of employment to a metropolitan area other
than that of the Executive’s place of employment immediately prior to the Change
in Control without the Executive’s consent; or

    


    (f)           failure
by the Company or Related Corporation to obtain the assumption agreement
referred to in Section 11 of this Agreement prior to the effectiveness of any
succession referred to therein, unless the purchaser, successor or assignee
referred to therein is bound to perform this Agreement by operation of
law.

    


    “Incumbent
Directors” means directors who either (a) are directors of the Company as of the
date hereof or (b) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors of the Company).

    


    “Related
Corporation” shall mean FFE, Inc., a Delaware corporation and wholly owned
subsidiary of the Company, and FFE Transportation Services, Inc., a Delaware
corporation and wholly owned subsidiary of FFE, Inc.

    


    “Second
Window Period” shall mean the thirty (30) day period immediately following the
Transition Period.

    


    “Termination
Pay” means a payment made by the Company to the Executive pursuant to Sections
2(a)(ii) and (iii).

    


    “Transition
Period” shall mean the six (6) month period immediately following a
Change  in Control.

    


    “Without
Cause” means a termination of the Executive’s employment by the Company or
Related Corporation other than due to disability or for Cause.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Termination
Payment and Benefits.

    


    (a)           Termination Following Change
in Control.  In the event that the Executive’s employment with
the Company or Related Corporation is terminated during the Transition Period by
the Company or Related Corporation Without Cause, or by the Executive for Good
Reason during the Transition Period or in the event the Executive terminates his
employment for any reason during the First Window Period or the Second Window
Period, the Executive shall be entitled to the following payments and other
benefits:

    


    (i)           A
cash payment in an amount equal to the sum of (a) the Executive’s accrued and
unpaid base salary, car allowance and Christmas bonus as the date of termination
plus (b) his accrued and unpaid bonus, if any, for the prior fiscal year plus
(c) a percentage of the year worked times the Bonus for the current year. This
amount shall be paid on the date of the Executive’s termination of
employment.

    


    (ii)           A
cash payment in an amount equal to two and nine-tenths  (2.9) times
the Executive’s Annual Pay.  This amount shall be paid in accordance
with Section 2(c) hereof.

    


    (iii)           A
cash payment in an amount equal to the Executive’s unvested account balance
under the Company’s or Related Corporation’s 401(k) Savings Plan and 401(k) Wrap
Plan.  This amount shall be paid in accordance with Section 2(c)
hereof.

    


    (iv)           Executive
and his eligible dependents shall be entitled for a period of two (2) years
following his date of termination of employment to continued coverage, at the
same premium rate charged when actively employed, under the Company’s or any
Related Corporation’s group health, dental, long-term disability, Exec-U-Care
Medical Reimbursement Insurance Plan and life insurance as in effect from time
to time (but not any other welfare benefit plans or any retirement plans);
provided that coverage under any particular benefit plan shall expire with
respect to the period after the Executive becomes covered under another
employer’s plan providing for a similar type of benefit.  In the event
the Company or Related Corporation is unable to provide such coverage on account
of any limitations under the terms of any applicable contract with an insurance
carrier or third party administrator, the Company or Related Corporation shall
pay the Executive an amount equal to the cost of such coverage.

    


                   
(v)           All of the
Executive’s unvested options, restricted stock, stock units, performance share
or other awards, if any, based on or related to equity securities of the Company
or its Affiliates under any plan in which the Executive participates and which
was identified as an executive compensation plan in the exhibits to the
Company’s most recent filing with the SEC that shall automatically vest on a
Change in Control (as defined in the applicable plan).  The Company
shall promptly cause any related award agreements to be amended as necessary to
provide for such accelerated vesting.  In the event of any conflict
between this provision and the provisions of any stock option, restricted or
similar award agreements entered into before or after the effective date of this
Agreement, the foregoing provision shall control.

     

    


    (b)           No Duplication; Other
Severance Pay.  There shall be no duplication of severance pay
in any manner.  In this regard, the Executive shall not be entitled to
termination payments hereunder for more than one position with the Company and
its Affiliates.  If the Executive is entitled to any notice or payment
in lieu of any notice of termination of employment required by Federal, state or
local law, including but not limited to the Worker Adjustment and Restraining
Notification Act, the severance compensation to which the Executive would
otherwise be entitled under this Agreement shall be reduced by the amount of any
such payment, in lieu of notice.  If Executive is entitled to any
severance or termination payments under any employment or other agreement with
the Company or any of its Affiliates, the severance compensation to which
Executive would otherwise be entitled under this Agreement shall be reduced by
the amount of such payment.  Except as set forth above, the foregoing
payments and benefits shall be in addition to and not in lieu of any payments or
benefits to which the Executive and his dependents may otherwise be entitled to
under the Company’s or Related Corporation’s compensation and employee benefit
plans.  Nothing herein shall be deemed to restrict the right of the
Company or Related Corporation from amending or terminating any such plan in a
manner generally applicable to similarly situated active employees of the
Company and its Affiliates, in which event the Executive shall be entitled to
participate on the same basis (including payment of applicable contributions) as
similarly situated active executives of the Company and its
Affiliates.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Mutual
Release.  Termination Pay shall be conditioned upon the
execution by the Executive and the Company of a valid mutual release, in the
form attached hereto as Exhibit A, pursuant to which the Executive and the
Company shall each mutually release each other, to the maximum extent permitted
by law, from any and all claims either party may have against the other as of
the date of termination that relate to or arise out of the employment or
termination of employment of the Executive, except such claims arising under
this Agreement, any employee benefit plan, or any other written plan or
agreement (a “Mutual
Release”).  The full amount of Termination Pay shall be paid in
a lump sum in cash to the Executive within ten (10) days following receipt by
the Company of a Mutual Release which is properly executed by the Executive;
provided, however, that in the event applicable law allows the Executive to
revoke the Mutual Release for a period of time, and the Mutual Release is not
revoked during such period, the full amount of Termination Pay shall be paid to
the Executive following the expiration of such period.

    


                   
3.           Additional
Change in Control Benefits.  Except to the extent released under the
terms of the Mutual Release, Executive shall be entitled to such additional
change in control benefits as are provided under the Frozen Food Express
Industries, Inc. 2005 Stock Incentive Plan, the FFE Transportation Services,
Inc. Supplemental Executive Retirement Plan, the FFE Transportation Services,
Inc. 1999 Executive Bonus and Phantom Stock Plan, the FFE Transportation
Services, Inc. 2005 Executive Bonus and Restricted Stock Plan , the FFE
Transportation Services, Inc. 1994 Incentive Bonus Plan, Frozen Food Express
Industries, Inc. 401(k) Savings Plan and the FFE Transportation Services, Inc.
401(k) Wrap Plan, as approved and adopted by the Board.

    


    
      
      

    

    
      
      

                      
4.          Excise
Taxes.



    (a)           Gross-Up
Payment.  Anything in this Agreement to the contrary
notwithstanding and except as set forth below, if it is determined that any
payment or distribution (a “Payment”) by the
Company to or for the benefit of the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise) including, without limitation, vesting of options, would be subject
to the excise tax imposed by Section 4999 of the Code, or if any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, being hereinafter
collectively referred to as the “Excise Tax”), then
the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in
an amount sufficient to pay all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment.

    


    (b)           Calculation of Gross-Up
Payment.  Subject to the provisions of paragraph (c) of
this Section 5, all determinations required to be made under this Section 5,
including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be used in arriving at such
determination, shall be made by a certified public accounting firm selected by
the Company and reasonably acceptable to the Executive (the “Accounting Firm”),
which shall be retained to provide detailed supporting calculations both to the
Company and the Executive.  If the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
in Control, the Executive shall have the right to appoint another nationally
recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm
hereunder).  All fees and expenses of the Accounting Firm shall be
paid solely by the Company.  Any Gross-Up Payment, as determined
pursuant to this Section 5, shall be paid by the Company to the Executive within
five (5) days of the receipt of the Accounting Firm’s
determination.  Any determination by the Accounting Firm shall be
binding upon the Company and the Executive.  As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which should have been made will not have been made by the
Company (“Underpayment”),
consistent with the calculations required to be made hereunder.  If
the Company exhausts its remedies pursuant to paragraph (c) of this Section 5
and the Executive thereafter is required to pay an Excise Tax in an amount that
exceeds the Gross-Up Payment received by the Executive, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be paid by the Company to or for the benefit of the
Executive.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Contested
Taxes.  The Executive shall notify the Company in writing of
any claim by the Internal Revenue Service that, if successful, would result in
an Underpayment.  Such notification shall be given as soon as
practicable but not later than ten (10) business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid or
appealed.  The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which it gives such notice
to the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due).  If the Company notifies the
Executive in writing prior to the expiration of such period that it desires to
contest such claim, the Executive shall:

    


    (i)            
give the Company any information reasonably requested by the Company relating to
such claim,

    


    (ii)          
 take such action in connection with contesting such claims as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company,

    


    (iii)           cooperate
with the Company in good faith in order to effectively contest such claim,
and

    


    (iv)           permit
the Company to participate in any proceedings relating to such
claim;

    


    provided, however, that the
Company shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis, for any Excise
Tax or income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this
paragraph (c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or to contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided,
however, that if the Company directs the Executive to pay such claim and
sue for a refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis, and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or indemnity and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided
that any extension of the statute of limitations relating to payment of taxes
for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company’s control of the contest shall be
limited to issues with respect to the amount of the Gross-Up Payment, and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing
authority.

    


    (d)           Refunds.  If,
after the receipt by the Executive of an amount advanced by the Company pursuant
to this Section 5, the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto).

    


    5.          
Legal Fees.   The Company shall reimburse the Executive for all
legal fees and other costs incurred in enforcing this Agreement.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.          
Certain Covenants by the Executive.

    


    (a)           Covenant Not to
Compete.  For the consideration described in this Agreement to
be paid to Executive, Executive agrees that during the term of his employment
with the Company or Related Corporation and for a period of one (1) year
following the close of business on the date of the termination his of employment
he will not (except as a consultant to the Company or an Affiliate), jointly or
independently, directly or indirectly, engage in and/or participate in the
cold-storage warehousing business or the motor carrier business for
transportation of dry (non-perishable and non-temperature controlled),
perishable and/or temperature controlled truckload, less-than-truckload (“LTL”) and/or
distribution shipments rated as LTL shipments or distribution shipments,
respectively, according to the provisions of tariffs and shipper contracts to
which the Company or an Affiliate is a party, either as a common motor carrier,
contract motor carrier, freight transportation broker, third-party logistics
provider or otherwise, in interstate commerce, in intrastate commerce and/or in
international commerce (the “Competing Business”)
within the forty-eight (48) contiguous states of the continental United
States.  It is recognized and agreed that Executive has conducted
motor carrier operations in interstate commerce, in intrastate commerce and in
international commerce for several years and has accumulated expertise and
familiarity with operations involving the Competing Business on a national and
international basis. Executive further agrees, acknowledges and solemnly
declares that he has appreciable knowledge, experience and expertise in the
motor freight business, the freight transportation broker business and the
third-party logistics provider business, and that his being in competition with
the Company or any Affiliate would be extremely detrimental to the Company or
the Affiliate, and accordingly, Executive covenants, warrants and agrees that
during the term of his employment and during the one (1) year period described
herein, he will not, jointly or independently, directly or indirectly, take or
permit to be taken on his behalf any action making use of such expertise,
knowledge or information in a Competing Business (provided that the Executive
shall not be restricted hereby from owning or acquiring 5% or less of the
outstanding voting securities of a public company that engages in such
business), provided that, the foregoing restriction will terminate immediately
if the Executive’s employment with the Company or Related Corporation is
terminated by the Company or the Related Corporation Without Cause or by the
Executive for Good Reason.  The foregoing provision is not intended to
override, supersede, reduce, modify or affect in any manner any other
noncompetition covenant or agreement entered into between Executive and the
Company or any of its Affiliates.  Any such covenant or agreement
shall remain in full force and effect in accordance with its
terms.  Executive agrees that at any time during the non-competition
period he will not, without the prior written consent of the
Company:

     

    
                      (i)     request
or advise any customer or client of the Company or of any Affiliate (including
but not limited to any customers or clients of the Company or of any Affiliate
who are shippers, receivers, freight transportation brokers or third-party
logistics providers) having or expected to have business dealings with the
Company or any Affiliate pertaining to the Competing Business to withdraw,
curtail or cancel such business or business dealings, or to take any business to
a competitor of the Company or any Affiliate; or

        
                          (ii)    provide
any person a partial or complete list, whether orally or in writing, of
customers having business dealings with the Company or any Affiliate pertaining
to the Competing Business or who are known to him to have had business dealings
with the Company or the Affiliate pertaining to the Competing
Business.

        

      



    
      
      

    

     

    
              (b)         Protection of Confidential
Information.  The Executive agrees that he will not at any time
during or following his employment by the Company or Related Corporation,
without the Company’s or Related Corporation’s prior written consent, divulge
any Confidential Information to any other person or entity or use any
Confidential Information for his own benefit.  Upon termination of
employment, for any reason whatsoever, regardless of whether either party may be
at fault, the Executive will return to the Company or Related Corporation all
physical Confidential Information in the Executive’s
possession.

    

    


    (c)           Non-Solicitation of
Employees.  The Executive agrees, for so long as the Executive
remains employed by the Company or Related Corporation, and for a period of two
years following termination of the Executive’s employment, that the Executive
shall not, either for the Executive’s own account, or on behalf of any other
person or entity, solicit, suggest or request that any other person employed by
the Company or one of the Affiliates leave such employment for the purpose of
becoming employed by the Executive or any other person or entity, or in any way
violate any agreement between the Company or the Affiliate and such
person.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (d)           Extent of
Restrictions. If the scope of any restriction contained in this
non-competition agreement is found by any Court of competent jurisdiction to be
too broad to permit enforcement of such restriction to its full extent, then
such restriction shall be enforced to the maximum extent permitted by law, and
Executive agrees and consents that such scope may be judicially modified
accordingly in any proceeding brought to enforce such
restriction.  Executive acknowledges that any breach of the agreements
contained in this non-competition agreement would cause irreparable injury to
the Company and/or a Related Corporation and that the remedy at law for any
breach would be inadequate, and agrees and consents that temporary and
injunctive relief may be granted in any proceeding which may be brought to
enforce any provision of this non-competition agreement without the necessity of
proof of actual damages.  Executive hereby acknowledges that the
Company or Related Corporation would be entitled to enforce all of the
agreements and covenants contained in this non-competition agreement for the
Company or a Related Corporation’s own benefit or for the benefit of any of the
Affiliates.  Nothing contained in this non-competition agreement shall
prevent the Company or a Related Corporation or any Affiliates from bringing an
action at law and recovering actual damages to the extent the same are provable,
as all remedies herein granted shall each be independent causes of
action.  The invalidity of any provision of this Agreement or of this
non-competition agreement shall not affect the validity of any other provisions
of this non-competition agreement.  “Affiliate” for purposes of this
Section 7 shall mean the Company and all of its present or future direct and
indirect subsidiaries.  For purposes of this Section 7 “Person”
includes individuals, firms, partnerships, associations, corporations,
companies, entities, enterprises, joint ventures and any other business
organizations.

    


    7.           Joinder
for Limited Purposes.   For purposes under Sections 2, 3, 4, 5
and 6 the term “Company” shall also include “Related Corporations” who will be
jointly and severally liable for the obligations under such provisions of this
Agreement.

    


    8.           Tax
Withholdings.   Each payment to the Executive under this
Agreement will be subject to the withholding of all taxes imposed on Executive
with respect to such payment and required by applicable law to be withheld by
the Company.

    


    9.           Severability.  In
the event that any provision or portion of this Agreement shall be determined to
be invalid or unenforceable for any reason, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full force and
effect.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.           Successors.  This
Agreement shall be binding upon and inure to the benefit of the Company and any
successor of the Company.  The Company and any Related Corporation
will require any successor to all or substantially all of the business and/or
assets of the Company or any Related Corporation, as the case may be to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company or any Related Corporation would be required to
perform if no succession had taken place.

    


    11.           Entire
Agreement.  This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof.  This
Agreement may not be modified in any manner except by a written instrument
signed by both the Company and the Executive.

    


    12.           Notices.  Any
notice required under this Agreement shall be in writing and shall be delivered
by certified mail return receipt requested to each of the parties as
follows:

    


    To the
Executive:

    


    Ronald J.
Knutson

    2341 Kane
Lane

    Batavia,
IL 60510

    


    To the
Company:

    


    Frozen
Food Express Industries, Inc.

    1145
Empire Central Place

    Dallas,
Texas 75247-4309

    Attention:
President

    


    13.           Governing
Law.  The provisions of this Agreement shall be construed in
accordance of the laws of the State of Texas, except to the extent preempted by
ERISA or other federal laws, as applicable, without reference to the conflicts
of laws provisions thereof.

    


    


    IN
WITNESS WHEREOF, the Executive and the Company have executed this Agreement as
of the date and year first above written and the Related Corporations join for
the purposes specified in Section 8.

    


    COMPANY

    


    FROZEN
FOOD EXPRESS INDUSTRIES, INC.

    


    By: /s/Stoney M. Stubbs,
Jr.

    Its:
President

    


    RELATED
CORPORATION

    


    FFE
TRANSPORTATION SERVICES, INC.

    


    By: /s/Stoney M. Stubbs,
Jr.

    Its:
President

    


    EXECUTIVE

    


    /s/ Ronald J.
Knutson

    Ronald J.
Knutson