Exhibit 10.2a Non-Employee Award



EXHIBIT 10.2 (a)




FORM
OF




RESTRICTED
STOCK AGREEMENT

FROZEN
FOOD EXPRESS INDUSTRIES, INC.

2005
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN




AGREEMENT
made as of _______________, by and between Frozen Food Express Industries, Inc.
(“Company”) and __________________________(“Award Recipient”):




WHEREAS,
the Company maintains the Frozen Food Express Industries, Inc. 2005 Non-Employee
Director Restricted Stock Plan (“Plan”) under which members of the Company’s
Board of Directors (“Board”) may receive awards of shares of restricted common
stock, $1.50 par value, of the Company; 




WHEREAS,
pursuant to the Plan, the Board has awarded to the Award Recipient shares of
restricted stock conditioned upon the execution by the Company and the Award
Recipient of a Restricted Stock Agreement setting forth all the terms and
conditions applicable to such award in accordance with the Plan;




THEREFORE,
in consideration of the mutual promise(s) and covenant(s) contained herein, it
is hereby agreed as follows:




1.  AWARD OF
STOCK. Under the terms of the Plan, the Board has awarded to the Award Recipient
a restricted stock award on ________________ (“Award Date”), covering
_____________________________ shares of common stock (the “Shares”) subject to
the terms, conditions, and restrictions set forth in this Agreement.


 

2.  CERTIFICATES.
The certificate(s) evidencing the award shall be registered on the Company's
books in the name of the Award Recipient as of the Award Date. Physical
possession or custody of such certificate(s) shall be retained by the Company
until such time as they are vested (i.e., the restriction period lapses). Except
to the extent the award has vested in accordance with this agreement, the
certificate(s) evidencing the award shall bear the following
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."




 




 

Additionally,
the Award Recipient understands and agrees that he is acquiring the restricted
stock in a transaction that has not been registered under the Securities Act of
1933, as amended, or any state securities laws and without a view to the
distribution thereof in violation of applicable securities laws, and the
certificate evidencing the award may contain a legend providing
that:

 

"THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES
MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED
OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH,
IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION
WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

 

During
the restriction period, except as otherwise provided in Paragraph 3 of this
Agreement, the Award Recipient shall be entitled to all rights of a stockholder
of the Company, including the right to receive dividends with respect to such
Shares.




3.  AWARD
RESTRICTIONS. The restricted stock shall vest in accordance with the schedule
set forth below, provided that the Award Recipient continues to serve as a
member of the Board on each vesting date:

 


	 Date 	
       Percentage of Shares Vested

	 One Year after the Award Date 	
       33%

	 Two Years after the Award Date 	
       66%

	 Three Years after the Award Date 	
       100%

	 	 



 



During
the restriction period, the restricted Shares which are not vested are not
transferable by the Award Recipient by means of sale, assignment, exchange,
pledge, or otherwise. 




(i)  ACCELERATED
VESTING OF RESTRICTED SHARES. If the Award Recipient should die while serving as
a member of the Board, the restricted stock award, to the extent not already
vested, shall vest in full as of the date of his or her death. Termination of
the Award Recipient's service as a member of the Board for any other reason
shall result in forfeiture of the award on the date of termination to the extent
not vested. 

 

4.  TAXES.
The Award Recipient shall be responsible for the reporting and payment of taxes
owed with respect to the restricted stock award. The parties agree that, on the
Award Date, the fair market value of each Share of restricted stock was
$_____.

 

5.  ADMINISTRATION.
The Board shall have full authority and discretion, (subject only to the express
provisions of the Plan) to decide all matters relating to the administration and
interpretation of the Plan and this Agreement. All such Board determinations
shall be final, conclusive, and binding upon the Company, the Award Recipient,
and any and all interested parties.

 

6.  NO RIGHT
TO CONTINUED SERVICE. Nothing in the Plan or this Agreement shall confer on an
Award Recipient any right to continue to serve as a member of the Board of the
Company.

 

7.  AMENDMENT(S).
This Agreement shall be subject to the terms of the Plan as amended except that
the award that is the subject of this Agreement may not in any way be restricted
or limited by any Plan amendment or termination approved after the date of the
award without the Award Recipient's written consent.

 

8.  FORCE AND
EFFECT. The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforceability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.

 

9.  GOVERNING
LAWS. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Texas.

 

10.  SUCCESSORS.
This Agreement shall be binding upon and inure to the benefit of the heirs and
permitted successors and assigns of the respective parties.

 

11.  NOTICES.
Unless waived by the Company, any notice to the Company required under or
relating to this Agreement shall be in writing and addressed to:

 

Frozen
Food Express Industries, Inc.

1145
Empire Central Place

Dallas,
Texas 75247

Attention:
President or Secretary;




or to
such other address as the Company maintains as its principal executive
offices.




12.  ENTIRE
AGREEMENT. This Agreement and the Plan contain the entire understanding of the
parties and shall not be modified or amended except in writing and duly signed
by the parties. In the event of any conflict between the terms and provisions of
this Agreement and those of the Plan, the terms and provisions of the Plan
including, without limitation, those with respect to powers of the Board, shall
prevail and be controlling. No waiver by either party of any default under this
Agreement shall be deemed a waiver of any later default. Any capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Plan.

 




IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date hereof.





FROZEN
FOOD EXPRESS INDUSTRIES, INC.










By:
_____________________________________ 

Its:
Chairman of the Board










___________________________________________

Award
Recipient



Address: