exh10_1.htm


    Exhibit
10.1

     

    FROZEN
FOOD EXPRESS INDUSTRIES, INC.

     

    2005
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

     

    (Amended
and Restated)

     

    1.           PURPOSE.

    The
purposes of the Frozen Food Express Industries, Inc., 2005 Non-Employee Director
Restricted Stock Plan (this "Plan") are to promote the growth and prosperity of
Frozen Food Express Industries, Inc. (the "Company"), to attract and retain the
best available people to serve as independent directors of the Company and to
encourage stock ownership by such directors and thus increase their personal
interest in the Company's success.

     

    2.           ADMINISTRATION.

    (a)           This
Plan shall be administered by a committee (the “Committee”) composed of two or
more members of the Board of Directors of the Company (the "Board") who are not
officers of the Company or any subsidiary of the Company, who are otherwise
qualified as Non-Employee Directors as defined under Rule 16b-3(b)(3)(i) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Committee
may from time to time prescribe, amend and rescind such rules, regulations,
provisions and procedures, consistent with the terms of this Plan, as may be
advisable in its opinion in the administration of this Plan, and subject to the
terms of this Plan shall prescribe the provisions of the restricted stock
agreements to be issued hereunder and make all other determinations and
interpretations necessary or advisable for administering this Plan and the stock
option agreements.

    (b)           A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Committee, shall be the acts of the
Committee.  All decisions, determinations and interpretations of the
Committee shall be final and binding on all persons interested in this
Plan.

    


    3.           SHARES
AVAILABLE FOR AWARD UNDER THIS PLAN.

    (a)           The
stock to be subject to awards granted under this Plan shall be shares of the
Company's common stock, par value $1.50 per share (the "Common Stock"), either
authorized and unissued or treasury stock.

    (b)           In
the event of a merger, consolidation, reorganization, recapitalization,
subdivision or any other similar change affecting the stock of the Company, an
appropriate adjustment to reflect any such change shall be made in the total
number and class of shares for which awards may be granted, the number and class
of shares underlying awards to be granted in accordance with Section 4(a), and
the number and class of shares.  Such adjustment shall be as
determined by the Committee; provided, however, that any such computation shall
be rounded to the nearest whole share and no such modification shall require the
issuance of fractional shares.

    (c)           The
total amount of stock reserved for issuance under the Plan in the form of shares
of Restricted Stock shall be 50,000 shares (subject to adjustment in accordance
with Section 3(b)).

    (d)           In
the event any outstanding award for any reason expires, is forfeited, cancelled
or otherwise terminates, the shares allocable to the award shall again be
available for issuance under this Plan.

    (e)           Nothing
in this Plan or in any award granted pursuant to this Plan shall confer on any
individual any right to continue as a director of the Company or interfere in
any way with the removal of such person as a director in accordance with the
Articles of Incorporation and Bylaws.

    


    4.           ELIGIBILITY
AND AWARDS.

    Each
director of the Company who is not at the time of the grant of an award an
officer or employee of the Company or any subsidiary ("Non-Employee Director")
shall be eligible to receive an award of restricted stock under this Plan on the
day of a Non-Employee Director's initial appointment or election (whichever
comes first) to the Board. Annually thereafter, on the day of each annual
meeting of stockholders of the Company that occurs after the date of such
Director’s initial appointment or election to the Board, such individual shall
be eligible to receive an award of restricted stock under this Plan. Each such
date (of appointment, election or the annual stockholders’ meeting) shall be the
“Date of Grant” with respect to an award.  The Committee shall
determine from time to time the number of shares of Restricted Stock to be
issued to an eligible Non-Employee Director.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.           VESTING
OF RESTRICTED STOCK.

    Unless
otherwise determined by the Committee and set forth in the Award Agreement, all
shares of Restricted Stock awarded under this Plan shall vest over a period of
three (3) years from the Date of Grant, one-third (1/3) on each anniversary of
the Date of Grant, provided that the Non-Employee Director continues to serve as
such at each vesting date.

     

    If a
Non-Employee Director dies while serving on the Board, the shares of Restricted
Stock theretofore granted to such director shall become fully vested as of the
date of his or her death

     

    6.           TERMS
AND CONDITIONS OF RESTRICTED STOCK.

    Shares of
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered, except as hereinafter provided, until vested in accordance with
paragraph 5.  Except for such restrictions, the Non-Employee Director
as owner of such shares shall have all the rights of a stockholder, including
but not limited to the right to vote such shares and, except as otherwise
provided by the Committee, the right to receive all dividends paid on such
shares.

     

    Except as
otherwise determined by the Committee in its sole discretion, a Non-Employee
Director whose service as a director terminates prior to full vesting of the
Restricted Stock shall forfeit all non-vested shares of Restricted Stock
remaining subject to any outstanding Restricted Stock Award.

     

    Each
certificate issued in respect of shares of Restricted Stock awarded under the
Plan shall be registered in the name of the Non-Employee Director and, at the
discretion of the Committee, each such certificate may be deposited in a bank
designated by the Committee.  Each such certificate shall bear the
following (or a similar) legend:

     

    "The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) contained in the
Frozen Food Express Industries, Inc. 2005 Non-Employee Director Restricted Stock
Plan and an agreement entered into between the registered owner and Frozen Food
Express Industries, Inc.  A copy of such plan and agreement is on file
in the office of the Secretary of Frozen Food Express Industries, Inc., 1145
Empire Central Place, Dallas, Texas 75247.”

     

    At each
vesting date, Restricted Stock will be transferred free of all restrictions to a
Non-Employee Director (or his or her legal representative, beneficiary or
heir).

     

    7.           AMENDMENT
AND DISCONTINUANCE.

    The Board
of Directors of the Company (the “Board”) may at any time amend this Plan,
provided that, except as permitted by Section 3(b), no amendment without the
approval of shareholders shall:  (a) increase the total number of
shares of Restricted Stock that may be granted, (b) change the class of persons
eligible to receive shares of Restricted Stock under this Plan, or (c) change
the provisions relating to the administration of this Plan by the
Committee.

     

    The Board
may terminate this Plan at any time but such termination shall not affect shares
of Restricted Stock previously granted.

     

    8.           RESERVATION
OF SHARES.

    During
the term of this Plan, the Company shall at all times reserve and keep
available, and will obtain from any regulatory body having jurisdiction any
requisite authority in order to issue such number of shares of its Common Stock
as shall be sufficient to satisfy the requirements of this
Plan.  Inability of the Company to obtain any authority deemed by the
Company's counsel to be necessary to the lawful issuance of any shares of its
stock hereunder shall relieve the Company of any liability in respect of the
nonissuance of such stock as to which such authority shall not have been
obtained.

     

    9.           SECURITIES
ACT OF 1933.

    Unless
(a) the shares to be issued upon an award have been effectively registered under
the Securities Act of 1933, as now in force or hereafter amended; or (b) in the
opinion of counsel for the Company, no such registration is necessary, the
Company shall be under no obligation to issue any shares covered by any
award.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.           SECTION
16.

    With
respect to persons subject to Section 16 of the Exchange Act, transactions under
this Plan are intended to comply with all applicable provisions of Rule 16b-3 or
its successors under the Exchange Act.  To the extent any provision of
this Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Committee.

     

    11.           EFFECTIVE
DATE; TERM OF PLAN.

    This Plan
was originally effective as of May 5, 2005 and was approved by the holders of a
majority of the stock of the Company present or represented by proxy and
entitled to vote at the first annual meeting of shareholders of the Company
following May 5, 2005.  The Plan is being amended and restated herein
effective upon the date set forth below.  This Plan shall terminate on
May 5, 2015, unless sooner terminated as provided in this Plan.  At
the end of such term, this Plan shall expire except for awards then
outstanding.

     

    IN
WITNESS WHEREOF, Frozen Food Express Industries, Inc., acting by and through its
officer hereunto duly authorized, has executed this instrument, this the 19th
day of November, 2008.

     

    FROZEN
FOOD EXPRESS INDUSTRIES, INC.

    


    By: /s/Stoney M. Stubbs
Jr.

    Name:
Stoney M. Stubbs
Jr.

    Title:
President and Chief
Executive Officer