exh10_3.htm


    EXHIBIT
10.3

     

     

    FFE
TRANSPORATION SERVICES, INC.

     

     

     AMENDED
2005 EXECUTIVE BONUS AND RESTRICTED STOCK PLAN

     

     

    


     

    This Executive Bonus and Restricted
Stock Plan (hereafter this “Plan”), dated as of January 1, 2005 (the “Effective
Date”), is hereby amended as of February 25, 2009 by FFE Transportation
Services, Inc., a Delaware corporation (“FFE”) which is a wholly-owned
subsidiary of FFE, Inc. (“Inc.”), a Delaware corporation which is a wholly-owned
subsidiary of Frozen Food Express Industries, Inc. (“Industries”), a Texas
corporation, for the benefit of certain officers of FFE.

     

     

    PURPOSE

     

    FFE has established this Plan for the
benefit of specified officers of FFE in order to enhance the benefits to the
covered officers, allow the officers to share in the growth of FFE through the
appreciation in the value of the common stock of Industries, and to provide the
officers with greater incentive to promote the grown of Industries’ shareholder
value.  The purpose of the Plan is to align the financial interests of
key officers of FFE with those of Industries’ shareholders through the use of
awards, payable in the common stock of Industries, upon the attainment of
predetermined performance goals.

     

     

    TERMS

     

     

    1. DEFINITION.  For
the purposes of this Plan, the following terms shall have the meanings set forth
below:

     

     

    (a) The term
“Committee” shall mean a committee of the Board of Directors of Industries,
which shall consist of not less than two persons who are “Non-Employee
Directors” as defined in Rule 16b-3(b)(3) under the Securities Exchange Act of
1934 and who meet such additional criteria as the Board of Directors of
Industries shall determine so that any incentive bonuses paid pursuant to this
Plan shall be exempt from the limitation set forth in Section 162(m) of the
Internal Revenue Code of 1986, as amended.

     

     

    (b) The term
“Compensation” shall mean a Participant’s base compensation (as determined by
the Committee) for the specified period and shall exclude any non-recurring
compensation such as bonus payments.

     

     

    (c) The term
“Fair Market Value” shall mean the closing sales price of the securities per
share, as reported in the Wall Street Journal (or, if not so reported, as
otherwise reported by the National Association of Securities Dealers Automated
Quotation System) as of the date in question.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) The term
pre-tax income shall mean total revenues less total operating expenses including
interest income, gains (losses) from the sale of equipment and other
non-operating expenses for Frozen Food Express Industries, Inc. Pre-tax income
may be adjusted by the Committee for such specific items, if any, that the
Committee in its sole discretion deems appropriate.

     

     

    (e) The term
“Participant” shall mean each officer of FFE, including without limitation, any
officer of Industries that is an officer of FFE, whose name is set forth on
Exhibit A.

     

     

    2. DETERMINATION
OF BONUS.  With respect to each fiscal year commencing with fiscal
year 2005, each Participant shall be entitled to an incentive bonus (“Bonus”)
calculated pursuant to a formula determined on the basis of such Participant’s
pre-tax income targets and specified percentages of such Participant’s
Compensation, if the Committee certifies that the applicable target has been
obtained.  The targets and percentages for all Participants are shown
on Exhibit A attached to this Plan.  On or before the last day of any
fiscal year, the Committee may, in its sole discretion, redetermine who will be
a Participant (provided that such person must be an officer of FFE) for the
subsequent fiscal year and the pre-tax targets and percentages to be used to
calculate the Participants’ Bonuses for the subsequent fiscal year by amending
Exhibit A attached to this Plan.

     

     

    3. PAYMENT
OF BONUS AND ISSUANCE OF RESTRICTED STOCK.

     

     

    (a) Each
Participant’s Bonus for any fiscal year shall be paid by FFE to such Participant
as soon as practicable after the consolidated financial statements of Industries
for such fiscal year have been prepared.  [Note:  Section 409A will
require either that (i) the bonus be paid within 2 1⁄2 months after the close of
the fiscal year, or (ii) if paid at a later date, then the payment date must be
a fixed date, ie., on May 1, and cannot be accelerated.]

     

     

    (b) In
addition to the payment of any Bonus to a Participant, FFE shall award shares of
Restricted Stock to each Participant under the Industries’ 2005 Stock Incentive
Plan (the “Stock Incentive Plan”).  The number of shares of Restricted
Stock shall be equal to 50% of the amount of the Participant’s Bonus for that
fiscal year divided by the applicable Share Value.  The applicable
Share Value shall mean the amount that is the lower of (i) the Fair Market Value
of a share of Stock as of the last business day of the fiscal year immediately
preceding the fiscal year for which the Participant’s Bonus was awarded and
(ii) the average of the Fair Market Values of a share of Stock as of the
last business day of each calendar month of the fiscal year for which the
Participant’s Bonus was awarded.

     

     

    (c) Shares of
Restricted Stock shall be awarded to a Participant as of the last business day
of the fiscal year for which the Participant’s Bonus was awarded (the “Grant
Date”).

     

     

    (d) If the
specified bonus percentage for a Participant’s pre-tax income for any fiscal
year is a negative number, no award for the fiscal year will be
made.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

     

    4. VESTING
OF RESTRICTED STOCK.

     

     

    (a) The
shares of Restricted Stock awarded to Participants shall vest over a three-year
period, one-third on each anniversary of the Grant Date, provided that the
Participant remains employed by FFE or a related corporation on the vesting
date.  The vesting period may be adjusted as the Committee deems
appropriate at its sole discretion.

     

     

    (b) If a
Participant dies while employed by FFE or a related corporation, 100% of his
shares of Restricted Stock awarded under this Plan shall become
vested.

     

     

    (c) The terms
and conditions of the Restricted Stock award shall be set forth in an Award
Agreement and shall be subject to the provisions of the Stock Incentive
Plan.

     

     

    5. NON-TRANSFERABILTY.  Neither
the shares of Restricted Stock nor any rights and benefits granted in this Plan
may be transferred, assigned, pledged, or hypothecated in any manner, by
operation of law or otherwise, other than by will or by the laws of descent or
distribution or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), or
Title I of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder, and shall not be subject to execution, attachment, or
similar process.

     

     

    6. NO
FIDUCIARY RELATIONSHIP.  The Boards of Directors and the officers of
FFE, Industries and Inc. shall have no duty to manage or operate in order to
maximize the benefits granted to the Participants hereunder, but rather shall
have full discretionary power to make all management and operational decisions
based on their determination of their respective best interest.  This
Plan shall not be construed to create a fiduciary relationship between such
Boards or the officers of FEE, Industries or Inc. and the
Participant.

     

     

    7. GOVERNING
LAW.  This Plan shall be governed by and construed in accordance with
the laws of the State of Texas.

     

     

    8. NO
EMPLOYMENT GUARANTEE.  Nothing in this Plan shall be construed as an
employment contract or a guarantee of continued employment.  The
rights of any Participant shall only be those as are expressly set forth in this
Plan.

     

     

    9. ADMINISTRATION.  The
Committee shall administer this Plan and shall have the authority, in its sole
and absolute discretion, (a) to adopt, amend and rescind administrative and
interpretative rules and regulations relating to the Plan, (b) to determine the
Participants and the terms under which they may participate in this Plan, (c) to
make all other determinations, perform all other acts, and exercise all other
powers and authority necessary or advisable for administering the Plan,
including the delegation of those ministerial acts and responsibilities as the
Committee deems appropriate.

     

     

    10. TAXES.  FFE
shall be entitled to deduct from amounts payable hereunder any sums required by
federal, state, or local tax law to be withheld with respect to such
payments.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11. AMENDMENT.  In
addition to the amendments to this Plan contemplated by Section 2, the Board of
Directors may amend or terminate this Plan in its sole discretion.

     

     

    12. GENERAL
CREDFITOR STATUS.  The Participants shall, in no event, be regarded as
standing in any position, if at all, other than as a general creditor of FFE
with respect to any rights derived from the existence of this Plan and shall
receive only FFE’s unfunded and unsecured promise to pay benefits under this
Plan.

     

     

    13. CAPTIONS.  The
captions in this Plan are inserted for convenience of reference only and in no
way define, describe or limit the scope or intent of this Plan or any of the
provisions hereof.

     

     

    14. SEVERABILITY.  If
any provision of this Plan is held to be illegal, invalid or unenforceable under
present or future laws, such provision shall be fully severable and shall not
invalidate the remaining provisions of this Plan, and the remaining provisions
of this Plan shall remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its severance from this
Plan.

     

     

    15. COSTS.  All
expenses and costs incurred in connection with the operation of this Plan shall
be borne by FFE.

     

    IN WITNESS WHEREOF, Frozen Food Express
Industries, Inc., acting by and through its officer hereunto duly authorized,
has executed this instrument, this the 25th day of
February, 2009.

     

    


     

    


     

    
      	 
      	
              FROZEN
      FOOD EXPRESS INDUSTRIES, INC.

            
	 
      	
              By:    
      /s/ Stoney M. Stubbs
    Jr

            
	 
      	
              Name:   
      Stoney M. Stubbs
Jr

            
	 
      	
              Date:   
      2/25/09

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INCENTIVE
BONUS CALCULATION

     

    Participants:  Stoney
M. (Mit) Stubbs, S. Russell Stubbs., John Hickerson and Ron Knutson

     

    Pre-tax
Income and Bonus Percentages Applicable to all Participants:

     

    


     

    
      
        	 	
                 

                Pre-tax
      Income

              	
                Participant’s

                Bonus
      Percentage

              	 
	 	
                $1,500,000

              	
                15%

              	 
	 	
                $3,000,000

              	
                30%

              	 
	 	
                $5,000,000

              	
                50%

              	 
	 	
                $7,500,000

              	
                70%

              	 
	 	
                $10,000,000

              	
                80%

              	 
	 	
                $12,500,000

              	
                90%

              	 
	 	
                $13,100,000

              	
                100%

              	 
	 	
                $14,000,000
      or greater

              	
                125%

              	 


      

    

    


     

    The
participant’s earned bonus percentage shall be extrapolated between the
established target levels.