Exhibit 10 (i) Amended and Restated 2005 Stock Incentive Plan


    EXHIBIT
      10 (i) 

    AMENDED
      AND RESTATED

     

     

    FROZEN
      FOOD EXPRESS INDUSTRIES, INC.

     

     

    2005
      STOCK INCENTIVE PLAN

     

     

    PURPOSE
      OF PLAN

     

    The
      Amended and Restated
      Frozen
      Food Express Industries, Inc. 2005 Stock Incentive Plan (the "Plan") has been
      established as a complete amendment and restatement of the Frozen Food Express
      Industries, Inc. 2002 Incentive and Nonstatutory Option Plan (the “Prior Plan”)
      by Frozen Food Express Industries, Inc. (the "Company") to:

     

    
      	
               

            	
              (a)

            	
              Attract
                and retain employees of the Company and certain consultants and advisors
                to provide services to the Company;

            


    

     

    
      	
               

            	
              (b)

            	
              Motivate
                participating employees and consultants, by means of appropriate
                incentives, to achieve long-range
                goals;

            


    

     

    
      	
               

            	
              (c)

            	
              Provide
                incentive compensation opportunities which are competitive with those
                of
                our peer group of corporations; and

            


    

     

    
      	
               

            	
              (d)

            	
              Further
                identify Holders' interests with those of the Company's other stockholders
                through compensation alternatives based on the Company's common
                stock;

            


    

     

    and
      thereby promote the long-term financial interest of the Company and its
      Subsidiaries, including the growth in value of the Company's equity and
      enhancement of long-term stockholder return.

     

    SECTION
      1.  DEFINITIONS

     

    
      	
              1.1

            	
              "Award"
                means the grant of any Option, share of Restricted Stock, Restricted
                Stock
                Unit or Stock Appreciation Right under the Plan, whether granted
                singly,
                in combination, or in tandem, to a Holder pursuant to the terms,
                conditions, and limitations that the Committee may establish in order
                to
                fulfill the objectives of the Plan.

            


    

     

    
      	
              1.2

            	
              "Award
                Agreement" means the written agreement between the Corporation and
                a
                Holder evidencing the terms, conditions, and limitations of the Award
                granted to that Holder.

            


    

     

    
      	
              1.3

            	
              "Board
                of Directors" means the board of directors of the
                Corporation.

            


    

     

    
      	
              1.4

            	
              "Business
                Day" means any day other than a Saturday, a Sunday, or a day on which
                banking institutions in the State of Texas are authorized or obligated
                by
                law or executive order to close.

            


    

     

    
      	
              1.5

            	
              "Change
                in Control" means the event that is deemed to have occurred
                if:

            


    

     

    
      	
               

            	
              (a)

            	
              any
                "person" (as such term is used in Sections 13(d) and 14(d) of the
                Exchange
                Act) that does not currently own a five percent (5%) or greater equity
                interest in the Corporation or in any Related Corporation becomes
                the
                "beneficial owner" (as determined pursuant to Rule 13d-3 under the
                Exchange Act), directly or indirectly, of securities of the Corporation
                or
                of any Related Corporation representing fifteen percent (15%) or
                more of
                the combined voting power of the Corporation's or Related Corporation's,
                as the case may be, then outstanding voting securities;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              a
                change in the composition of the Board of Directors occurring within
                a two
                (2) year period, as a result of which members of the Incumbent Board
                cease
                to constitute at least a majority of the Board of Directors;
                or

            


    

     

    
      	
               

            	
              (c)

            	
              the
                Corporation 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 Corporation
                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 Corporation 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
                stockholders of the Corporation or any Related Corporation approve
                a plan
                of complete liquidation of the Corporation or any Related Corporation
                or
                the consummation of an agreement for the sale or disposition by the
                Corporation or any Related Corporation of all or substantially all
                of the
                Corporation's or Related Corporation's assets and such plan or agreement
                becomes effective, other than a liquidation or sale which would
                result in the Corporation directly or indirectly owning such interest
                or
                assets.

            


    

     

    
      	
              1.6

            	
              "Code"
                means the Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	
              1.7

            	
              "Committee"
                means the committee appointed pursuant to Section 3 by the Board
                of
                Directors to administer this Plan.

            


    

     

    
      	
              1.8

            	
              "Corporation"
                means Frozen Food Express Industries, Inc., a Texas
                corporation.

            


    

     

    
      	
              1.9

            	
              "Date
                of Grant" has the meaning given it in Paragraph
                4.3.

            


    

     

    
      	
              1.10

            	
              "Disability"
                has the meaning given it in Paragraph
                10.5.

            


    

     

    
      	
              1.11

            	
              "Effective
                Date" means the first date that the Plan has been approved by both
                the
                Board of Directors and the stockholders of the Corporation, as provided
                in
                Paragraph 11.1.

            


    

     

    
      	
              1.12

            	
              "Eligible
                Individual" means (a) a Key Employee or (b) any other Person that
                the
                Committee designates as eligible for an Award (other than for Incentive
                Options) because the Person performs bona fide consulting or advisory
                services for the Corporation or any of its Subsidiaries (other than
                services in connection with the offer or sale of securities in a
                capital-raising transaction) and the Committee determines that the
                Person
                has a direct and significant effect on the financial development
                of the
                Corporation or any of its
                Subsidiaries.

            


    

     

    
      	
              1.13

            	
              "Employee"
                means any employee of the Corporation or of any of its Subsidiaries,
                including officers and directors of the Corporation who are also
                employees
                of the Corporation or of any of its
                Subsidiaries.

            


    

     

    
      	
              1.14

            	
              "Exchange
                Act" means the Securities Exchange Act of 1934, or any successor
                law, as
                it may be amended from time to
                time.

            


    

     

    
      	
              1.15

            	
              "Exercise
                Notice" has the meaning given it in Paragraph
                5.5.

            


    

     

    
      	
              1.16

            	
              "Exercise
                Price" has the meaning given it in Paragraph
                5.4.

            


    

     

    
      	
              1.17

            	
              "Fair
                Market Value" means, for a particular day, the market price of the
                Stock,
                determined by the Committee in good faith on such basis as it deems
                appropriate. Whenever possible, the determination of Fair Market
                Value by
                the Committee shall be based on the prices reported in the Wall Street
                Journal. Such determination shall be conclusive and binding on all
                persons.

            


    

     

    
      	
              1.18

            	
              "Holder"
                means an Eligible Individual to whom an Award has been granted or
                such
                Eligible Individual's Permitted
                Transferee.

            


    

     

    
      	
              1.19

            	
              "Incentive
                Option" means an incentive stock option as defined under Section
                422 of
                the Code and regulations
                thereunder.

            


    

     

    
      	
              1.20

            	
              "Incumbent
                Board" means the individuals who, as of the Effective Date, constitute
                the
                Board of Directors and any other individual who becomes a director
                of the
                Corporation after that date and whose election or appointment by
                the Board
                of Directors or nomination for election by the Corporation's stockholders
                was approved by a vote of at least a majority of the directors then
                comprising the Incumbent Board.

            


    

     

    
      	
              1.21

            	
              "Key
                Employee" means any Employee whom the Committee identifies as having
                a
                direct and significant effect on the performance of the Corporation
                or any
                of its Subsidiaries.

            


    

     

    
      	
              1.22

            	
              "Non-Employee
                Director" has the meaning given it in Rule
                16b-3.

            


    

     

    


    
      	
              1.23

            	
              "Nonstatutory
                Option" means a stock option that does not satisfy the requirements
                of
                Section 422 of the Code or that is designated at the Date of Grant
                or in
                the applicable Award Agreement to be an option other than an Incentive
                Option.

            


    

     

    
      	
              1.24

            	
              "Non-Surviving
                Event" means an event of Restructure as described in either subparagraph
                (b) or (c) of Paragraph 1.35.

            


    

     

    
      	
              1.25

            	
              "Normal
                Retirement" means the separation of the Holder from employment with
                the
                Corporation and its Subsidiaries on account of retirement at any
                time on
                or after the date on which the Holder reaches age sixty-five
                (65).

            


    

     

    
      	
              1.26

            	
              "Option"
                means either an Incentive Option or a Nonstatutory Option, or
                both.

            


    

     

    
      	
              1.27

            	
              "Outside
                Director" has the meaning given it under Section 162(m) of the
                Code.

            


    

     

    
      	
              1.28

            	
              “Performance
                Shares” has the meaning ascribed to it in Section
                7.

            


    

     

    
      	
              1.29

            	
              "Permitted
                Transferee" means an Eligible Individual's spouse, children, or
                grandchildren, a trust established by the Eligible Individual for
                the
                benefit of the Eligible Individual and/or his or her spouse, children,
                or
                grandchildren, a family partnership or limited liability company
                whose
                partners or members are the Eligible Individual, his or her spouse,
                children, or grandchildren, and/or a trust that would be a Permitted
                Transferee, or any other Person, the transfer to whom has been approved
                by
                the Committee in its sole
                discretion.

            


    

     

    
      	
              1.30

            	
              "Person"
                means any person or entity of any nature whatsoever, specifically
                including (but not limited to) an individual, a firm, a company,
                a
                corporation, a partnership, or a trust or other entity. A Person,
                together
                with that Person's affiliates and associates (as those terms are
                defined
                in Rule 12b-2 under the Exchange Act for purposes of this definition
                only), and any Persons acting as a partnership, limited partnership,
                joint
                venture, association, syndicate or other group (whether or not formally
                organized), or otherwise acting jointly or in concert or in a coordinated
                or consciously parallel manner (whether or not pursuant to any express
                agreement), for the purpose of acquiring, holding, voting or disposing
                of
                securities of the Corporation with that Person, shall be deemed a
                single
                "Person."

            


    

     

    
      	
              1.31

            	
              "Plan"
                means the Corporation's
                Amended and Restated
                2005 Stock Incentive Plan, as it may be amended from time to
                time.

            


    

     

    
      	
              1.32

            	
              "Related
                Corporation" shall mean FFE, Inc., a Delaware corporation and wholly-owned
                subsidiary of the Corporation, and FFE Transportation Services, Inc.,
                a
                Delaware corporation and wholly-owned subsidiary of FFE,
                Inc.

            


    

     

    
      	
              1.33

            	
              "Restricted
                Period" has the meaning ascribed to it in Section
                6.

            


    

     

    
      	
              1.34

            	
              "Restricted
                Stock" has the meaning ascribed to it in Section
                6.

            


    

     

    
      	
              1.35

            	
              "Restructure"
                means the occurrence of anyone or more of the
                following:

            


    

     

    
      	
               

            	
              (a)

            	
              The
                merger or consolidation of the Corporation with any Person, whether
                effected as a single transaction or a series of related transactions,
                with
                the Corporation remaining the continuing or surviving entity of that
                merger or consolidation and the Stock remaining outstanding and not
                changed into or exchanged for stock or other securities of any other
                Person or of the Corporation, cash, or other
                property;

            


    

     

    
      	
               

            	
              (b)

            	
              The
                merger or consolidation of the Corporation with any Person, whether
                effected as a single transaction or a series of related transactions,
                with

            


    

     

    
      	
               

            	
              (i)

            	
              the
                Corporation not being the continuing or surviving entity of that
                merger or
                consolidation or

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Corporation remaining the continuing or surviving entity of that
                merger or
                consolidation but all or a part of the outstanding shares of Stock
                of the
                Corporation being changed into or exchanged for stock or other securities
                of any other Person or of the Corporation, or into cash or other
                property;
                or

            


    

     

    
      	
               

            	
              (c)

            	
              The
                transfer, directly or indirectly, of all or substantially all of
                the
                assets of the Corporation (whether by sale, merger, consolidation,
                liquidation or otherwise) to any Person whether effected as a single
                transaction or a series of related
                transactions.

            


    

     

    
      	
              1.36

            	
              "Rule
                16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act,
                or any
                successor rule, as it may be amended from time to
                time.

            


    

     

    
      	
              1.37

            	
              "Securities
                Act" means the Securities Act of 1933, or any successor law, as it
                may be
                amended from time to time.

            


    

     

    
      	
              1.38

            	
              "Stock"
                means the Corporation's authorized common stock, par value $1.50
                per
                share, as described in the Corporation's Articles of Incorporation
                as it
                exists at the Effective Date, or any other securities that are substituted
                for the Stock as provided in Section
                9.

            


    

     

    
      	
              1.39

            	
              "Stock
                Appreciation Right" has the meaning ascribed to it in Section
                8.

            


    

     

    
      	
              1.40

            	
              "Stock
                Units" has the meaning ascribed to it in Section
                7.

            


    

     

    
      	
              1.41

            	
              "Subsidiary"
                means, with respect to any Person, any corporation or other entity
                of
                which a majority of the voting power of the voting equity securities
                or
                equity interest is owned, directly or indirectly, by that
                Person.

            


    

     

    
      	
              1.42

            	
              "Total
                Shares" has the meaning given it in Paragraph
                9.2.

            


    

     

    
      	
              1.43

            	
              "Voting
                Securities" means any securities that are entitled to vote generally
                in
                the election of directors, in the admission of general partners,
                or in the
                selection of any other similar governing
                body.

            


    

     

    SECTION
      2.  SHARES OF STOCK SUBJECT TO THE PLAN

     

    
      	
              2.1

            	
              Maximum
                Amount of Shares. Subject to the provisions of Paragraph 2.6 and
                Section 9 of the Plan, the aggregate number of shares of Stock that
                may be issued, transferred or exercised pursuant to Awards under
                the Plan
                shall be 2,200,000 shares. Notwithstanding the foregoing, the maximum
                number of shares of Stock that may be issued in the form of Restricted
                Stock, Stock Units or Performance Shares under the Plan shall be
                no more
                than 500,000 out of such 850,000
                shares.

            


    

     

    
      	
              2.2

            	
              Reduction
                in Available Shares. In computing the total number of shares available
                at
                a particular time for Awards under the Plan, there shall be counted
                against the limitations stated in Paragraph 2.1 the number of shares
                of
                Stock awarded or subject to issuance upon exercise or settlement
                of Awards
                and the number of shares of Stock that have been awarded or issued
                upon
                exercise or settlement of Awards (except as otherwise provided in
                Paragraph 2.3).

            


    

     

    
      	
              2.3

            	
              Restoration
                of Unused and Surrendered Shares. If Stock subject to any Award is
                not
                issued or transferred, or ceases to be issuable or transferable for
                any
                reason, including (but not exclusively) because an Award is forfeited,
                terminated, expires unexercised, or is exchanged for other Awards,
                the
                shares of Stock that were subject to that Award shall no longer be
                charged
                against the number of available shares provided for in Paragraph
                2.2 and
                shall again be available for issue, transfer, or exercise pursuant
                to
                Awards under the Plan to the extent of such forfeiture, termination,
                expiration, or other cessation of its subjection to an
                Award.

            


    

     

    
      	
              2.4

            	
              Description
                of Shares. The shares to be delivered under the Plan shall be made
                available from (a) authorized but unissued shares of Stock, (b) Stock
                held
                in the treasury of the Corporation, or (c) previously issued shares
                of
                Stock reacquired by the Corporation, including shares purchased on
                the
                open market, in each situation as the Board of Directors or the Committee
                may determine from time to time in its sole
                discretion.

            


    

     

    
      	
              2.5

            	
              Registration
                and Listing of Shares. From time to time, the Board of Directors
                and
                appropriate officers of the Corporation shall and are authorized
                to take
                whatever actions are necessary to file required documents with
                governmental authorities, stock exchanges, and other appropriate
                Persons
                to make shares of Stock available for issuance pursuant to
                Awards.

            


    

     

    
      	
              2.6

            	
              Reduction
                in Outstanding Shares of Stock. Nothing in this Section 2 shall impair
                the
                right of the Corporation to reduce the number of outstanding shares
                of
                Stock pursuant to repurchases, redemptions, or otherwise; provided,
                however, that no reduction in the number of outstanding shares of
                Stock
                shall (a) impair the validity of any outstanding Award, whether or
                not
                that Award is fully exercisable or fully vested or (b) impair the
                status
                of any shares of Stock previously issued pursuant to an Award or
                thereafter issued pursuant to a then--outstanding Award as duly
                authorized, validly issued, fully paid, and nonassessable
                shares.

            


    

     

    SECTION
      3.  ADMINISTRATION OF THE PLAN

     

    
      	
              3.1

            	
              Committee.
                The Committee shall administer the Plan with respect to all Eligible
                Individuals who are subject to Section 162(m) of the Code. The Board
                of
                Directors may administer the Plan with respect to all other Eligible
                Individuals or may delegate all or part of that duty to the Committee.
                Except for references in Paragraphs 3.1, 3.2, and 3.3 and unless
                the
                context otherwise requires, references herein to the Committee shall
                also
                refer to the Board of Directors. The Committee shall be constituted
                so
                that, as long as Stock is registered under Section 12 of the Exchange
                Act,
                each member of the Committee shall be both a Non-Employee Director
                and an
                Outside Director and so that the Plan in all other applicable respects
                will qualify transactions related to the Plan for the exemptions
                from
                Section 16(b) of the Exchange Act provided by Rule 16b-3, to the
                extent
                exemptions thereunder may be available, and for the performance-based
                compensation exception under Section 162(m) of the Code. If the Committee
                is nevertheless not so constituted, then the Plan shall be administered,
                and each grant of Awards to Eligible Individuals who are subject
                to
                Section 16(b) of the Exchange Act shall be approved, by the Board
                of
                Directors. No discretion regarding Awards to Eligible Individuals
                who are
                subject to Section 16(b) of the Exchange Act or Section 162(m) of
                the Code
                shall be afforded to a person who is not both a Non-Employee Director
                and
                an Outside Director. The number of persons that shall constitute
                the
                Committee shall be determined from time to time by a majority of
                all the
                members of the Board of Directors, but shall be no less than two
                persons.

            


    

     

    


    
      	
              3.2

            	
              Duration,
                Removal, Etc. The members of the Committee shall serve at the pleasure
                of
                the Board of Directors, which shall have the power, at any time and
                from
                time to time, to remove members from or add members to the Committee.
                Removal of a member from the Committee may be with or without cause.
                Any
                individual serving as a member of the Committee shall have the right
                to
                resign from membership in the Committee by at least three days prior
                written notice to the Board of Directors. The Board of Directors,
                and not
                the remaining members of the Committee, shall have the power and
                authority
                to fill vacancies on the Committee, however caused. The Board of
                Directors
                shall promptly fill any vacancy that causes the number of members
                of the
                Committee to be below two or any other number that Rule 16b-3 or
                Section
                162(m) may require from time to
                time.

            


    

     

    
      	
              3.3

            	
              Meetings
                and Actions of Committee. The Board of Directors shall designate
                which of
                the Committee members shall be the chairman of the Committee. If
                the Board
                of Directors fails to designate a Committee chairman, the members
                of the
                Committee shall elect one of the Committee members as chairman, who
                shall
                act as chairman until he ceases to be a member of the Committee or
                until
                the Board of Directors elects a new chairman. The Committee shall
                hold its
                meetings at those times and places as the chairman of the Committee
                may
                determine. At all meetings of the Committee, a quorum for the transaction
                of business shall be required, and a quorum shall be deemed present
                if at
                least a majority of the members of the Committee are present. At
                any
                meeting of the Committee, each member shall have one vote. All decisions
                and determinations of the Committee shall be made by the majority
                vote or
                majority decision of all of its members present at a meeting at which
                a
                quorum is present; provided, however, that any decision or determination
                reduced to writing and signed by all of the members of the Committee
                shall
                be as fully effective as if it had been made at a meeting that was
                duly
                called and held. The Committee may make any rules and regulations
                for the
                conduct of its business that are not inconsistent with the provisions
                of
                the Plan, the Certificate of Incorporation, the By-laws of the
                Corporation, Rule 16b-3 and the performance-based compensation exception
                under Section 162(m) of the Code, so long as either is applicable,
                as the
                Committee may deem advisable.

            


    

     

    
      	
              3.4

            	
              Committee's
                Powers. Subject to the express provisions of the Plan, Rule 16b-3
                and the
                performance-based compensation exception under Section 162(m) of
                the Code,
                the Committee shall have the authority, in its sole and absolute
                discretion, (a) to adopt, amend, and rescind administrative and
                interpretive rules and regulations relating to the Plan; (b) to determine
                the Eligible Individuals to whom, and the time or times at which,
                Awards
                shall be granted; (c) to determine the number of shares of Stock
                that
                shall be the subject of each Award; (d) to determine the terms and
                provisions of each Award Agreement (which need not be identical),
                including provisions defining or otherwise relating to (i) the term
                and
                the period or periods and extent of exercisability of the Options,
                (ii)
                the extent to which the transferability of shares of Stock issued
                or
                transferred pursuant to any Award is restricted, (iii) the effect
                of
                termination of employment on the Award, and (iv) the effect of approved
                leaves of absence (consistent with any applicable regulations of
                the
                Internal Revenue Service); (e) to accelerate the time of exercisability
                or
                vesting of any Award that has been granted; (f) to construe the respective
                Award Agreements and the Plan; (g) to make determinations of the
                Fair
                Market Value of the Stock pursuant to the Plan; (h) to delegate its
                duties
                under the Plan to such agents as it may appoint from time to time,
                provided that the Committee may not delegate its duties with respect
                to
                making Awards to Eligible Individuals who are subject to Section
                16(b) of
                the Exchange Act or take any action that would disqualify an award
                for the
                performance-based compensation exception under Section 162(m) of
                the Code;
                and (i) 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. Subject
                to
                Rule 16b-3 and the performance--based compensation exception under
                Section 162(m) of the Code, the Committee may correct any defect,
                supply
                any omission or reconcile any inconsistency in the Plan, in any Award,
                or
                in any Award Agreement in the manner and to the extent it deems necessary
                or desirable to carry the Plan into effect, and the Committee shall
                be the
                sole and final judge of that necessity or desirability. The determinations
                of the Committee on the matters referred to in this Paragraph 3.4
                shall be
                final and conclusive.

            


    

     

    SECTION
      4.  ELIGIBILITY AND PARTICIPATION

     

    
      	
              4.1

            	
              Eligible
                Individuals. Awards may be granted pursuant to the Plan only to persons
                who are Eligible Individuals at the time of the grant
                thereof.

            


    

     

    
      	
              4.2

            	
              Grant
                of Awards. Subject to the express provisions of the Plan, the Committee
                shall determine which Eligible Individuals shall be granted Awards
                from
                time to time. In making grants, the Committee shall take into
                consideration the contribution the potential Holder has made or may
                make
                to the success of the Corporation or its Subsidiaries and such other
                considerations as the Board of Directors may from time to time specify.
                The Committee shall also determine the number of shares subject to
                each of
                the Awards and shall authorize and cause the Corporation to grant
                Awards
                in accordance with those determinations; provided, however, that
                no
                Eligible Individual shall be granted Options in any single fiscal
                year of
                the Corporation, the total number of shares subject to which exceed
                100,000 shares.

            


    

     

    
      	
              4.3

            	
              Date
                of Grant. The date on which the Committee completes all action resolving
                to offer an Award to an individual, including the specification of
                the
                number of shares of Stock to be subject to the Award, shall be the
                date on
                which the Award covered by an Award Agreement is granted (the "Date
                of
                Grant"), even though certain terms of the Award Agreement may not
                be
                determined at that time and even though the Award Agreement may not
                be
                executed until a later time. In no event shall a Holder gain any
                rights in
                addition to those specified by the Committee in its grant, regardless
                of
                the time that may pass between the grant of the Award and the actual
                execution of the Award Agreement by the Corporation and the
                Holder.

            


    

     

    
      	
              4.4

            	
              Award
                Agreements. Each Award granted under the Plan shall be evidenced
                by
                an Award Agreement that is executed by the Corporation and the
                Eligible Individual to whom the Award is granted incorporating those
                terms
                that the Committee shall deem necessary or desirable. More than one
                Award
                may be granted under the Plan to the same Eligible Individual and
                be
                outstanding concurrently. In the event an Eligible Individual is
                granted
                both one or more Incentive Options and one or more Nonstatutory Options,
                those grants shall be evidenced by separate Award Agreements, one
                for each
                of the Incentive Option grants and one for each of the Nonstatutory
                Option
                grants.

            


    

     

    
      	
              4.5

            	
              Limitation
                for Incentive Options. Notwithstanding any provision contained herein
                to
                the contrary, (a) a person shall not be eligible to receive an Incentive
                Option unless he is an Employee of the Corporation or a corporate
                Subsidiary (but not a partnership Subsidiary), and (b) a person shall
                not
                be eligible to receive an Incentive Option if, immediately before
                the time
                the Option is granted, that person owns (within the meaning of Sections
                422 and 425 of the Code) stock possessing more than ten percent of
                the
                total combined voting power or value of all classes of stock of the
                Corporation or a Subsidiary. Nevertheless, subparagraph 4.5(b) shall
                not
                apply if, at the time the Incentive Option is granted, the Exercise
                Price
                of the Incentive Option is at least one hundred and ten percent (110%)
                of
                Fair Market Value and the Incentive Option is not, by its terms,
                exercisable after the expiration of five years from the Date of
                Grant.

            


    

     

    
      	
              4.6

            	
              No
                Right to Award. The adoption of the Plan shall not be deemed to give
                any
                person a right to be granted an
                Award.

            


    

     

    SECTION
      5.  TERMS AND CONDITIONS OF OPTIONS

     

    All
      Options granted under the Plan shall comply with, and the related Award
      Agreements shall be deemed to include and be subject to, the terms and
      conditions set forth in this Section 5 (to the extent each term and condition
      applies to the form of Option) and also to the terms and conditions set forth
      in
      Sections 9 and 10; provided, however, that the Committee may authorize an Award
      Agreement that expressly contains terms and provisions that differ from the
      terms and provisions set forth in Paragraphs 9.2 and 9.3 and any of the terms
      and provisions of Section 10 (other than Paragraph 10.10) .

     

    
      	
              5.1

            	
              Number
                of Shares. Each Award Agreement shall state the total number of shares
                of
                Stock to which it relates.

            


    

     

    
      	
              5.2

            	
              Vesting.
                Each Award Agreement shall state the time or periods in which or
                the
                conditions upon satisfaction of which, the right to exercise the
                Option or
                a portion thereof shall vest and the number of shares of Stock for
                which
                the right to exercise the Option shall vest at each such time, period,
                or
                fulfillment of condition.

            


    

     

    
      	
              5.3

            	
              Expiration
                of Options. Nonstatutory Options and Incentive Options may be exercised
                during the term determined by the Committee and set forth in the
                Award
                Agreement; provided that no Option shall be exercised after the expiration
                of a period of ten years commencing on the Date of Grant of such
                Option.

            


    

     

    
      	
              5.4

            	
              Exercise
                Price. Each Award Agreement shall state the exercise price per share
                of
                Stock (the "Exercise Price"). The Exercise Price per share of Stock
                subject to an Option shall not be less than the greater of (a) the
                par
                value per share of the Stock or (b) 100% of the Fair Market Value
                per
                share of the Stock on the Date of Grant of the
                Option.

            


    

     

    
      	
              5.5

            	
              Method
                of Exercise. The Option shall be exercisable only by written notice
                of
                exercise (the "Exercise Notice") delivered to the Corporation during
                the
                term of the Option, which notice shall (a) state the number of shares
                of
                Stock with respect to which the Option is being exercised, (b) be
                signed
                by the Holder of the Option or, if the Holder is dead or Disabled,
                by the
                person authorized to exercise the Option pursuant to Paragraphs 10.3,
                10.5
                or 10.7, (c) be accompanied by the Exercise Price for all shares
                of Stock
                for which the Option is exercised, and (d) include such other information,
                instruments, and documents as may be required to satisfy any other
                condition to exercise contained in the Award Agreement. The Option
                shall
                not be deemed to have been exercised unless all of the requirements
                of the
                preceding provisions of this Paragraph 5.5 have been
                satisfied.

            


    

     

    


    
      	
              5.6

            	
              Incentive
                Option Exercises. During the Holder's lifetime, only the Holder may
                exercise an Incentive Option.

            


    

     

    
      	
              5.7

            	
              Medium
                and Time of Payment. The Exercise Price of an Option shall be payable
                in
                full upon the exercise of the Option (a) in cash or by an equivalent
                means
                acceptable to the Committee, (b) on the Committee's prior consent
                (expressed in the original Award Agreement in the case of any Incentive
                Option), by surrendering or attesting to ownership of shares of Stock
                owned by the Holder (including shares received upon exercise of the
                Option
                or restricted shares already held by the Holder) and having a Fair
                Market
                Value equal to the aggregate Exercise Price payable in connection
                with
                such exercise, or (c) by any combination of clauses (a) and (b).
                If the
                Committee elects to accept shares of Stock in payment of all or any
                portion of the Exercise Price, then (for purposes of payment of the
                Exercise Price) those shares of Stock shall be deemed to have a cash
                value
                equal to their aggregate Fair Market Value determined as of the date
                of
                the delivery of the Exercise Notice. If the Committee elects to accept
                shares of restricted Stock in payment of all or any portion of the
                Exercise Price, then an equal number of shares issued pursuant to
                the
                exercise shall be restricted on the same terms and for the restriction
                period remaining on the shares used for
                payment.

            


    

     

    
      	
              5.8

            	
              Payment
                with Sale Proceeds. In addition, at the request of the Holder and
                to the
                extent permitted by applicable law, the Committee may (but shall
                not be
                required to) approve arrangements with a brokerage firm under which
                that
                brokerage firm, on behalf of the Holder, shall pay to the Corporation
                the
                Exercise Price of the Option being exercised, and the Corporation
                shall
                promptly deliver the exercised shares to the brokerage firm. To accomplish
                this transaction, the Holder must deliver to the Corporation an Exercise
                Notice containing irrevocable instructions from the Holder to the
                Corporation to deliver the stock certificates directly to the broker.
                Upon
                receiving a copy of the Exercise Notice acknowledged by the Corporation,
                the broker shall sell that number of shares of Stock an amount sufficient
                to pay the Exercise Price and any withholding obligations due. The
                broker
                shall then deliver to the Corporation that portion of the sale necessary
                to cover the Exercise Price and any withholding obligations due.
                The
                Committee shall not approve any transaction of this nature if the
                Committee believes that the transaction would give rise to the Holder's
                liability for short-swing profits under Section 16(b) of the Exchange
                Act.

            


    

     

    
      	
              5.9

            	
              Payment
                of Taxes. The Committee may, in its discretion, require a Holder
                to pay to
                the Corporation (or the Corporation's Subsidiary if the Holder is
                an
                employee of a Subsidiary of the Corporation), at the time of the
                exercise
                of an Option, the amount that the Committee deems necessary to satisfy
                the
                Corporation's or its Subsidiary's current or future obligation to
                withhold
                federal, state or local income or other taxes that the Holder incurs
                by
                exercising an Option. Upon the exercise of an Option requiring tax
                withholding, a Holder may (a) direct the Corporation to withhold
                from the
                shares of Stock to be issued to the Holder the number of shares necessary
                to satisfy the Corporation's minimum statutory obligation to withhold
                taxes, that determination to be based on the shares' Fair Market
                Value as
                of the date on which tax withholding is to be made; (b) deliver to
                the
                Corporation sufficient shares of Stock (based upon the Fair Market
                Value
                at date of withholding) to satisfy the Corporation's tax withholding
                obligations, based on the shares' Fair Market Value as of the date
                of
                exercise; or (c) deliver sufficient cash to the Corporation to
                satisfy its tax withholding obligations. Holders who elect to use
                such a
                stock withholding feature must make the election at the time and
                in the
                manner that the Committee prescribes. The Committee may, in its sole
                discretion, deny any Holder's request to satisfy withholding obligations
                through Stock instead of cash. In the event the Committee subsequently
                determines that the aggregate Fair Market Value (as determined above)
                of
                any shares of Stock withheld as payment of any tax withholding obligation
                is insufficient to discharge that tax withholding obligation, then
                the
                Holder shall pay to the Corporation, immediately upon the Committee's
                request, the amount of that deficiency. Upon the disposition (within
                the
                meaning of Code Section 424(c)) of shares of Stock acquired pursuant
                to
                the exercise of an Incentive Option prior to the expiration of the
                holding
                period requirements of Code Section 422(a)(1), the Holder shall be
                required to give notice to the Corporation of such disposition and
                the
                Corporation shall have the right to require the Holder to pay to
                the
                Corporation the amount of any taxes that are required by law to be
                withheld with respect to such
                disposition.

            


    

     

    
      	
              5.10

            	
              Limitation
                on Aggregate Value of Shares That May Become First Exercisable During
                Any
                Calendar Year Under an Incentive Option. Except as is otherwise provided
                in Paragraph 9.2, with respect to any Incentive Option granted under
                this
                Plan, the aggregate Fair Market Value of shares of Stock subject
                to an
                Incentive Option and the aggregate Fair Market Value of shares of
                Stock or
                stock of any Subsidiary (or a predecessor of the Corporation or a
                Subsidiary) subject to any other incentive stock option (within the
                meaning of Section 422 of the Code) of the Corporation or its Subsidiaries
                (or a predecessor corporation of any such corporation) that first
                become purchasable by a Holder in any calendar year may not (with
                respect to that Holder) exceed $100,000, or such other amount as
                may be
                prescribed under Section 422 of the Code or applicable regulations
                or
                rulings from time to time. As used in the previous sentence, Fair
                Market
                Value shall be determined as of the date the Incentive Option is
                granted.
                For purposes of this Paragraph 5.10, "predecessor corporation" means
                (a) a corporation that was a party to a transaction described in
                Section 425(a) of the Code (or which would be so described if a
                substitution or assumption under that Section had been effected)
                with the
                Corporation, (b) a corporation which, at the time the new incentive
                stock
                option (within the meaning of Section 422 of the Code) is granted,
                is
                a Subsidiary of the Corporation or a predecessor corporation of any
                such corporations, or (c) a predecessor corporation of any such
                corporations. Failure to comply with this provision shall not impair
                the
                enforceability or exercisability of any Option, but shall cause the
                excess
                amount of shares to be reclassified in accordance with the
                Code.

            


    

     

    
      	
              5.11

            	
              No
                Fractional Shares. The Corporation shall not in any case be required
                to
                sell, issue, or deliver a fractional share with respect to any Option.
                In
                lieu of the issuance of any fractional share of Stock, the Corporation
                shall pay to the Holder an amount in cash equal to the same fraction
                (as
                the fractional Stock) of the Fair Market Value of a share of Stock
                determined as of the date of the applicable Exercise
                Notice.

            


    

     

    
      	
              5.12

            	
              Modification,
                Extension and Renewal of Options. Subject to the terms and conditions
                of
                and within the limitations of the Plan, Rule 16b-3, the performance-based
                compensation exception of Section 162(m) of the Code, and any consent
                required by the last sentence of this Paragraph 5.12, the Committee
                may
                (a) modify, vest, extend or renew outstanding Options granted under
                the
                Plan, (b) accept the surrender of Options outstanding hereunder (to
                the
                extent not previously exercised) and authorize the granting of new
                Options
                in substitution for outstanding Options (to the extent not previously
                exercised), and (c) amend the terms of an Incentive Option at any
                time to
                include provisions that have the effect of changing the Incentive
                Option
                to a Nonstatutory Option. Nevertheless, without the consent of the
                Holder, the Committee may not modify any outstanding Options so as
                to
                specify a higher or lower Exercise Price or accept the surrender
                of
                outstanding Incentive Options and authorize the granting of new Options
                in
                substitution therefor specifying a higher or lower Exercise Price.
                In
                addition, no modification of an Option granted hereunder shall, without
                the consent of the Holder, alter or impair any rights or obligations
                under
                any Option theretofore granted hereunder to such Holder under the
                Plan
                except, with respect to Incentive Options, as may be necessary to
                satisfy
                the requirements of Section 422 of the Code or as permitted in clause
                (c)
                of this Paragraph 5.12.

            


    

     

    
      	
              5.13

            	
              Other
                Agreement Provisions. The Award Agreements authorized under the Plan
                shall
                contain such provisions in addition to those required by the Plan
                (including, without limitation, restrictions or the removal of
                restrictions upon the exercise of the Option and the retention or
                transfer
                of shares thereby acquired) as the Committee may deem advisable.
                Each
                Award Agreement shall identify the Option evidenced thereby as an
                Incentive Option or Nonstatutory Option, as the case may be, and
                no Award
                Agreement shall cover both an Incentive Option and a Nonstatutory
                Option.
                Each Award Agreement relating to an Incentive Option granted hereunder
                shall contain such limitations and restrictions upon the exercise
                of the
                Incentive Option to which it relates as shall be necessary for the
                Incentive Option to which such Award Agreement relates to constitute
                an
                incentive stock option, as defined in Section 422 of the
                Code.

            


    

     

    SECTION
      6.  TERMS AND CONDITIONS OF RESTRICTED STOCK

     

    All
      shares of Restricted Stock granted under the Plan shall comply with, and the
      related Award Agreements shall be deemed to include and be subject to, the
      terms
      and conditions set forth in this Section 6 and also to the terms and conditions
      set forth in Sections 9 and 10; provided, however, that the Committee may
      authorize an Award Agreement that expressly contains terms and provisions that
      differ from the terms and provisions set forth in Paragraphs 9.2 and 9.3
      and any of the terms and provisions of Section 10 (other than
      Paragraph 10.10).

     

    
      	
              6.1

            	
              Definition.
                Restricted Stock awards are grants of Stock to Eligible Individuals,
                the
                vesting of which is subject to a required period of employment or
                service
                as a consultant, and any other conditions set forth in the Award
                Agreement.

            


    

     

    
      	
              6.2

            	
              Terms
                and Conditions of Awards.

            


    

     

    
      	
               

            	
              (a)

            	
              Restricted
                Stock awarded to Holders may not be sold, assigned, transferred,
                pledged
                or otherwise encumbered, except as hereinafter provided, for a period
                of
                10 years or such shorter period as the Board may determine, but not
                less
                than one year, after the time of the award of such stock (the "Restricted
                Period"). Except for such restrictions, the Holder 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
                Board, the right to receive all dividends paid on such
                shares.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Board may in its discretion, at any time after the date of the award
                of
                Restricted Stock, adjust the length of the Restricted Period to account
                for individual circumstances of a Holder or group of Holders, but
                in no
                case shall the length of the Restricted Period be less than one
                year.

            


    

     

    
      	
               

            	
              (c)

            	
              Except
                as otherwise determined by the Board in its sole discretion, a Holder
                whose employment or service with the Company and all Related Corporations
                terminates prior to the end of the Restricted Period for any reason
                shall
                forfeit all shares of Restricted Stock remaining subject to any
                outstanding Restricted Stock Award.

            


    

     

    
      	
               

            	
              (d)

            	
              Each
                certificate issued in respect of shares of Restricted Stock awarded
                under
                the Plan shall be registered in the name of the Holder and, at the
                discretion of the Board, each such certificate may be deposited in
                a bank
                designated by the Board. 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
      Amended and Restated
      Frozen
      Food Express Industries, Inc. 2005 Stock Incentive 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.”

     

    
      	
               

            	
              (e)

            	
              At
                the end of the Restricted Period for Restricted Stock, such Restricted
                Stock will be transferred free of all restrictions to a Participant
                (or
                his or her legal representative, beneficiary or
                heir).

            


    

     

    SECTION
      7.  TERMS AND CONDITIONS OF STOCK UNITS AND PERFORMANCE SHARE
      AWARDS

     

    All
      Stock
      Units and Performance Shares granted under the Plan shall comply with, and
      the
      related Award Agreements shall be deemed to include and be subject to, the
      terms
      and conditions set forth in this Section 7 and also to the terms and conditions
      set forth in Sections 9 and 10; provided, however, that the Committee may
      authorize an Award Agreement that expressly contains terms and provisions that
      differ from the terms and provisions set forth in Paragraphs 9.2 and 9.3 and
      any
      of the terms and provisions of Section 10 (other than
      Paragraph 10.10).

     

    
      	
              7.1

            	
              Definition.
                A “Stock Unit” Award is the grant of a right to receive shares of Stock in
                the future. A “Performance Share” Award is a grant of shares of Stock or
                Stock Units which is contingent on the achievement of performance
                or other
                objectives during a specified period. The number of Performance
                Shares earned, and the value received for them, will be contingent
                on the
                degree to which the performance measures established at the time
                of the
                initial award are met.

            


    

     

    
      	
              7.2

            	
              Terms
                and Conditions of Awards. For each Holder, the Board will determine
                the
                timing of awards; the number of Stock Units or Performance Shares
                awarded;
                the performance measures used for determining whether the Performance
                Shares are earned; the performance period during which the performance
                measures will apply; the relationship between the level of achievement
                of
                the performance measures and the degree to which Performance Shares
                are
                earned; whether, during or after the performance period, any revision
                to
                the performance measures or performance period should be made to
                reflect
                significant events or changes that occur during the performance period;
                the number of earned Performance Shares that will be paid in cash
                and/or
                shares of Stock; and whether dividend equivalents will be paid on
                Stock
                Units or Performance Shares, either currently or on a deferred
                basis.

            


    

     

    
      	
              7.3

            	
              Payment.
                The Board will compare the actual performance to the performance
                measures
                established for the performance period and determine the number of
                shares
                of Stock to be issued. Payment for Performance Shares earned shall
                be
                wholly in cash, wholly in Stock or in a combination of the two, in
                a lump
                sum or installments, and subject to vesting requirements and such
                other
                conditions as the Board shall provide. The Board will determine the
                number
                of earned Performance Shares to be paid in cash and the number to
                be paid
                in Stock. For Performance Shares payable in shares of Stock, one
                share of
                Stock will be paid for each share earned, or cash will be paid for
                each
                share earned equal to either (a) the Fair Market Value of a share
                of Stock
                at the end of the performance period or (b) the Fair Market Value
                of the
                Stock averaged for a number of days determined by the Board. For
                Performance Shares awarded in cash, the value of each share earned
                will be
                paid in its initial cash value, or shares of Stock will be distributed
                based on the cash value of the shares earned divided by (a) the Fair
                Market Value of a share of Stock at the end of the performance period
                or
                (b) the Fair Market Value of a share of Stock averaged for a number
                of
                days determined by the Board.

            


    

     

    
      	
              7.4

            	
              Retirement,
                Death or Termination. A Holder whose employment or service with the
                Corporation and Related Corporations terminates because of Normal
                Retirement or death either (i) during a performance period, or (ii)
                prior
                to the delivery date for Stock Units, shall be entitled to the prorated
                value of earned Performance Shares or Stock Units, at the conclusion
                of
                the performance period (or the deferred delivery date) based on the
                ratio
                of the months the Holder was employed (or during which he rendered
                services as a consultant) during the period to the total months of
                the
                performance period (or from the date of the award of the Stock Units
                until
                the deferred delivery date). If the Holder's employment or service
                with
                the Corporation and Related Corporations terminates for any reason
                other
                than Normal Retirement or death (i) during a performance period, or
                (ii) prior to the delivery date for Stock Units, the Performance
                Shares or
                Stock Units will be forfeited on the date his employment or service
                terminates. Notwithstanding the foregoing provisions of this Paragraph
                7.4, the Board may determine that the Holder will be entitled to
                receive
                all or any portion of the Performance Shares or Stock Units that
                he or she
                would otherwise receive, and may accelerate the determination and
                payment
                of the shares or units or make such other adjustments as the Board,
                in its
                sole discretion, deems desirable.

            


    

     

    


    


    


    SECTION
      8.  TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

     

    All
      Stock
      Appreciation Rights granted under the Plan shall comply with, and the related
      Award Agreements shall be deemed to include and be subject to, the terms and
      conditions set forth in this Section 8 and also to the terms and conditions
      set
      forth in Sections 9 and 10; provided, however, that the Committee may authorize
      an Award Agreement that expressly contains terms and provisions that differ
      from
      the terms and provisions set forth in Paragraphs 9.2 and 9.3 and any of the
      terms and provisions of Section 10 (other than
      Paragraph 10.10).

     

    
      	
              8.1

            	
              Definition.
                A Stock Appreciation Right is an award that may be granted on a
                stand-alone basis or in tandem with an Incentive Option or a Nonstatutory
                Option, and entitles the Holder to receive an amount equal to the
                difference between the Fair Market Value of the shares of Stock at
                the
                time of exercise of the Stock Appreciation Right and the Fair Market
                Value
                of the shares of Stock on the Date of Grant of the Stock Appreciation
                Right, subject to the following provisions of this Section
                8.

            


    

     

    
      	
              8.2

            	
              Exercise.
                A Stock Appreciation Right may be exercised under the applicable
                terms and
                conditions of the Award Agreement. A Stock Appreciation Right shall
                entitle the Holder to receive, upon the exercise of the Stock Appreciation
                Right, shares of Stock (valued at their Fair Market Value at the
                time of
                exercise), in an amount equal in value to the excess of the Fair
                Market
                Value of the shares of Stock subject to the Stock Appreciation Right
                as of
                the date of such exercise over the Fair Market Value of the shares
                of
                Stock as of the Date of Grant of the Stock Appreciation Right. The
                exercise of a Stock Appreciation Right that is granted in tandem
                with an
                Option will result in the surrender of the related Incentive Option
                or
                Nonstatutory Option and, unless otherwise provided by the Board in
                its
                sole discretion, the exercise of an Option granted in tandem with
                a Stock
                Appreciation Right will result in the surrender of the related Stock
                Appreciation Right.

            


    

     

    
      	
              8.3

            	
              Expiration
                Date. The "Expiration Date" with respect to a Stock Appreciation
                Right
                shall be determined by the Board, but shall be not later than the
                Expiration Date for any tandem Option. If neither the right nor the
                tandem
                Option is exercised before the end of the day on which the right
                ceases to
                be exercisable, such right shall be deemed exercised as of such date
                and
                payment shall be made to the holder in shares of Stock (valued at
                their
                Fair Market Value at the time of
                exercise).

            


    

     

    SECTION
      9.  ADJUSTMENT PROVISIONS

     

    
      	
              9.1

            	
              Adjustment
                of Awards and Authorized Stock. The terms of an Award and the number
                of
                shares of Stock authorized pursuant to Paragraph 2.1 for issuance
                under
                the Plan shall be subject to adjustment, from time to time, in accordance
                with the following provisions:

            


    

     

    
      	
               

            	
              (a)

            	
              If
                at any time or from time to time, the Corporation shall subdivide
                as a
                whole (by reclassification, by a Stock split, by the issuance of
                a
                distribution on Stock payable in Stock or otherwise) the number of
                shares
                of Stock then outstanding into a greater number of shares of Stock,
                then
                (i) the maximum number of shares of Stock available for the Plan
                as
                provided in Paragraph 2.1 shall be increased proportionately, and
                the kind
                of shares or other securities available for the Plan shall be
                appropriately adjusted, (ii) the number of shares of Stock (or other
                kind
                of shares or securities) that may be acquired under any Award shall
                be
                increased proportionately, (iii) the maximum number of shares of
                Stock
                subject to Options that may be granted to any Eligible Individual
                in any
                single fiscal year of the Corporation shall be increased proportionately,
                and (iv) the Exercise Price for each share of Stock (or other kind
                of
                shares or unit of other securities) subject to then outstanding Options
                shall be reduced proportionately, without changing the aggregate
                purchase
                price or value as to which outstanding Options remain exercisable
                or
                subject to restrictions.

            


    

     

    
      	
               

            	
              (b)

            	
              If
                at any time or from time to time, the Corporation shall consolidate
                as a
                whole (by reclassification, reverse Stock split, or otherwise) the
                number
                of shares of Stock then outstanding into a lesser number of shares
                of
                Stock, (i) the maximum number of shares of Stock available for the
                Plan as
                provided in Paragraph 2.1 shall be decreased proportionately, and
                the kind
                of shares or other securities available for the Plan shall be
                appropriately adjusted, (ii) the number of shares of Stock (or other
                kind
                of shares or securities) that may be acquired under any Award shall
                be
                decreased proportionately, (iii) the maximum number of shares of
                Stock
                subject to Options that may be granted to any Eligible Individual
                in any
                single fiscal year of the Corporation shall be decreased proportionately,
                and (iv) the Exercise Price for each share of Stock (or other kind of
                shares or unit of other securities) subject to then outstanding Options
                shall be increased proportionately, without changing the aggregate
                purchase price or value as to which outstanding Options remain exercisable
                or subject to restrictions.

            


    

     

    
      	
               

            	
              (c)

            	
              In
                the event of any other change in the outstanding shares of Stock
                of the
                Corporation by reason of any spinoff, recapitalization, merger,
                consolidation, combination, extraordinary dividend, exchange of shares
                or
                other change affecting the outstanding shares of Stock as a class
                without
                the Corporation's receipt of consideration, appropriate adjustments
                shall
                be made to (i) the aggregate number of shares of Stock with respect
                to
                which awards may be made under the Plan, (ii) the terms and the number
                of
                shares and/or the price per share of any outstanding Options, Stock
                Appreciation Rights, Restricted Stock and Stock Units and Performance
                Share Awards, and (iii) the maximum number of shares of Stock subject
                to
                Options that may be granted to any eligible Individual in any single
                fiscal year of the Corporation. The Committee may also make adjustments
                described in (i)-(iii) of the previous sentence in the event of any
                distribution of assets to shareholders other than a normal cash dividend.
                Adjustments, if any, and any determination or interpretations made
                by the
                Committee shall be final, binding and conclusive. For purposes of
                this
                Paragraph 9.1, conversion of any convertible securities of the Corporation
                shall not be deemed to have been effected without receipt of
                consideration. Except as expressly provided herein, no issuance by
                the
                Corporation of shares of any class or securities convertible into
                shares
                of any class, shall affect, and no adjustment by reason thereof shall
                be
                made with respect to, the number or price of shares subject to an
                Award.

            


    

     

    


    
      	
               

            	
              (d)

            	
              Whenever
                the number of shares of Stock subject to outstanding Awards and the
                price
                for each share of Stock subject to outstanding Awards are required
                to be
                adjusted as provided in this Paragraph 9.1, the Committee shall promptly
                prepare a notice setting forth, in reasonable detail, the event requiring
                adjustment, the amount of the adjustment, the method by which such
                adjustment was calculated, and the change in exercise price and the
                number
                of shares of Stock, other securities, cash or property subject to
                each
                Award after giving effect to the adjustments. The Committee shall
                promptly
                give each Holder such a notice.

            


    

     

    
      	
               

            	
              (e)

            	
              Adjustments
                under subparagraphs 9.1(a), (b) and (c) shall be made by the Committee,
                and its determination as to what adjustments shall be made and the
                extent
                thereof shall be final, binding and conclusive. No fractional interest
                shall be issued under the Plan on account of any such
                adjustments.

            


    

     

    
      	
              9.2

            	
              Changes
                in Control. Any Award Agreement may provide that, upon the occurrence of
                a Change in Control, all outstanding Options, shares of Restricted
                Stock, Stock Units, Performance Share Awards and Stock Appreciation
                Rights
                shall immediately become fully vested and exercisable in full, including
                that portion of any Award that pursuant to the terms and provisions
                of the
                applicable Award Agreement had not yet become exercisable, earned
                or
                vested (the total number of shares of Stock as to which an Award
                is
                exercisable upon the occurrence of a Change in Control is referred to
                herein as the "Total Shares"). If a Change in Control involves a
                Restructure or occurs in connection with a series of related transactions
                involving a Restructure and if such Restructure is in the form of
                a
                Non-Surviving Event and as a part of such Restructure shares of stock,
                other securities, cash or property shall be issuable or deliverable
                in
                exchange for Stock, then the Holder of an Award shall receive or
                be
                entitled to purchase (in lieu of the Total Shares that the Holder
                would
                otherwise receive or be entitled to purchase) the number of shares
                of
                stock, other securities, cash or property to which that number of
                Total
                Shares would have been entitled in connection with such Restructure
                (and
                at an aggregate Exercise Price equal to the Exercise Price that would
                have
                been payable if that number of Total Shares had been purchased on
                the
                exercise of the Option immediately before the consummation of the
                Restructure).

            


    

     

    
      	
              9.3

            	
              Restructure
                and No Change in Control. In the event a Restructure should occur
                at any
                time while there is any outstanding Award hereunder and that Restructure
                does not occur in connection with a Change in Control or in connection
                with a series of related transactions involving a Change in Control,
                then:

            


    

     

    
      	
               

            	
              (a)

            	
              no
                outstanding Option, shares of Restricted Stock, Stock Units, Performance
                Share Awards or Stock Appreciation Rights shall become vested or
                exercisable merely because of the occurrence of the Restructure;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              in
                the Committee's discretion, the Corporation may (but shall not be
                required
                to) take any one or more of the following
                actions:

            


    

     

    
      	
               

            	
              (i)

            	
              accelerate
                in whole or in part the time of the vesting and exercisability of
                any one
                or more of the outstanding Awards so as to provide that those Awards
                shall
                be vested and exercisable before, upon, or after the consummation
                of the
                Restructure;

            


    

     

    
      	
               

            	
              (ii)

            	
              if
                the Restructure is in the form of a Non-Surviving Event, cause the
                surviving entity to assume in whole or in part any one or more of
                the
                outstanding Awards upon such terms and provisions as the Committee
                deems
                desirable; or

            


    

     

    
      	
               

            	
              (iii)

            	
              redeem
                in whole or in part any one or more of the outstanding Options, Stock
                Units, Performance Share Awards or Stock Appreciation Rights (whether
                or
                not then exercisable) in consideration of a cash payment, as such
                payment
                may be reduced for tax withholding obligations as contemplated in
                Paragraphs 5.9 and 10.14 in an amount equal to the Fair Market Value
                determined as of a date immediately preceding the consummation of
                the
                Restructure, of the aggregate number of shares of Stock subject to
                the
                Award and as to which the Award is being redeemed (in excess of the
                Exercise Price in the case of an Option, or the Fair Market Value
                of the
                shares of Stock at the Date of Grant in the case of a Stock
                Appreciation Right).

            


    

     

    
      	
              9.4

            	
              The
                Corporation shall promptly notify each Holder of any election or
                action
                taken by the Corporation under this Paragraph 9.3. In the event of
                any
                election or action taken by the Corporation pursuant to this Paragraph
                9.3
                that requires the amendment or cancellation of any Award Agreement,
                as may
                be specified in any notice to the Holder thereof, that Holder shall
                promptly deliver that Award Agreement to the Corporation in order
                for that
                amendment or cancellation to be implemented by the Corporation and
                the
                Committee. The failure of the Holder to deliver any such Award Agreement
                to the Corporation as provided in the preceding sentence shall not
                in any
                manner effect the validity or enforceability of any action taken
                by the
                Corporation and the Committee under this Paragraph 9.3, including,
                without
                limitation, any redemption of an Award as of the consummation of
                a
                Restructure. Any cash payment to be made by the Corporation pursuant
                to
                this Paragraph 9.3 in connection with the redemption of any outstanding
                Awards shall be paid to the Holder thereof currently with the delivery
                to
                the Corporation of the Award Agreement evidencing that Award; provided,
                however, that any such redemption shall be effective upon the consummation
                of the Restructure notwithstanding that the payment of the redemption
                price may occur subsequent to the consummation. If all or any portion
                of
                an outstanding Award is to be exercised or vested upon or after the
                consummation of a Restructure that is in the form of a Non-Surviving
                Event
                and as a part of that Restructure shares of stock, other securities,
                cash
                or property shall be issuable or deliverable in exchange for Stock,
                then
                the Holder of the Award shall thereafter be entitled to receive or
                purchase (in lieu of the number of shares of Stock that the Holder
                would
                otherwise be entitled to receive or purchase) the number of shares
                of
                stock, other securities, cash or property to which such number of
                shares
                of Stock would have been entitled in connection with the Restructure
                (and,
                for Options, at an aggregate Exercise Price equal to the Exercise
                Price
                that would have been payable if that number of Total Shares had been
                purchased on the exercise of the Option immediately before the
                consummation of the Restructure).

            


    

     

    
      	
              9.5

            	
              Notice
                of Change in Control or Restructure. The Corporation shall attempt
                to keep
                all Holders informed with respect to any Change in Control or Restructure
                or of any potential Change in Control or Restructure to the same
                extent
                that the Corporation's stockholders are informed by the Corporation
                of any
                such event or potential event.

            


    

     

    SECTION
      10.  ADDITIONAL PROVISIONS

     

    
      	
              10.1

            	
              Termination
                of Employment. If a Holder is an Eligible Individual because the
                Holder is
                an Employee and if that employment relationship is terminated for
                any
                reason other than the Holder's death or Disability (hereafter defined),
                then any and all Awards held by that Holder in the Holder's capacity
                as an
                Employee as of the date of the termination shall become null and
                void as
                of the date of the termination; provided, however, that the portion,
                if
                any, of any and all Awards held by the Holder that are exercisable
                as of
                the date the Holder's employment is terminated shall be exercisable
                by
                that Holder for a period of the lesser of (a) the remainder of the
                term of the Award or (b) ninety (90) days following the date of the
                Holder's termination. Any portion of an Award not exercised upon
                the
                expiration of the periods specified in (a) or (b) shall be null and
                void.

            


    

     

    
      	
              10.2

            	
              Other
                Loss of Eligibility. If a Holder is an Eligible Individual because
                the
                Holder is serving in a capacity other than as an Employee and if
                that
                capacity is terminated for any reason other than the Holder's death,
                then
                any and all Awards held by the Holder that were granted because of
                that
                capacity as of the date of the termination shall become null and
                void as
                of the date of the termination; provided, however, that the portion,
                if
                any, of any and all Awards held by the Holder that are exercisable
                as of
                the date the Holder ceases to serve in such capacity shall be exercisable
                by that Holder for a period of the lesser of (a) the remainder of
                the term
                of the Award or (b) ninety (90) days following the date the Holder
                ceases
                to serve in such capacity. Any portion of an Award not exercised
                upon the
                expiration of the periods specified in (a) or (b) shall be null and
                void.

            


    

     

    
      	
              10.3

            	
              Death.
                Upon (a) the death of a Holder who is an Eligible Individual because
                the
                Holder is an Employee, during the Holder's employment or within ninety
                (90) days following the Holder's retirement described in Paragraph
                10.4
                below, or (b) the death of a Holder who is an Eligible Individual
                because
                the Holder is serving in a capacity other than as an Employee, then
                any and all Awards held by the Holder that are not yet exercisable
                as of
                the date of the Holder's death shall become null and void as of the
                date
                of death; provided, however, that the portion, if any, of any and
                all
                Awards held by the Holder that are exercisable as of the date of
                death
                shall be exercisable by that Holder's legal representatives, legatees
                or
                distributees for a period of the lesser of (a) the remainder of the
                term
                of the Award or (b) one year following the date of the Holder's death.
                Any
                portion of an Award not exercised upon the expiration of the periods
                specified in (a) or (b) shall be null and void. Except as expressly
                provided in this Paragraph 10.3, no Award held by a Holder shall
                be
                exercisable after the death of that
                Holder.

            


    

     

    
      	
              10.4

            	
              Retirement.
                If a Holder is an Eligible Individual because the Holder is an Employee
                and that employment relationship is terminated by reason of the Holder's
                Normal Retirement, then the portion, if any, of any and all Awards
                held by
                the Holder that are not yet vested or exercisable as of the date
                of that
                retirement shall become null and void as of the date of retirement;
                provided, however, that the portion, if any, of any and all Awards
                held by
                the Holder that are vested and exercisable as of the date of that
                retirement shall be exercisable for a period of the lesser of (a) the
                remainder of the term of the Award or (b) 90 days following the date
                of
                retirement.

            


    

     

    
      	
              10.5

            	
              Disability.
                If a Holder is an Eligible Individual because the Holder is an Employee
                and if that employment relationship is terminated by reason of the
                Holder's Disability, then the portion, if any, of any and all Awards
                held
                by the Holder that are not yet vested or exercisable as of the date
                of
                that termination for Disability shall become null and void as of
                the date
                of termination; provided, however, that the portion, if any, of any
                and
                all Awards held by the Holder that are vested and exercisable as
                of the
                date of that termination shall survive the termination for the lesser
                of
                (a) the original term of the Award or (b) one year following the
                date of
                termination, and the Award shall be exercisable by the Holder, his
                guardian, or his legal representative. "Disability" shall have the
                meaning
                given it in the employment agreement of the Holder; provided, however,
                that if that Holder has no employment agreement, "Disability" shall
                mean a
                physical or mental impairment of sufficient severity that, in the
                opinion
                of the Corporation, either the Holder is unable to continue performing
                the
                duties he performed before such impairment or the Holder's condition
                entitles him to disability benefits under any insurance or employee
                benefit plan of the Corporation or its Subsidiaries and that impairment
                or
                condition is cited by the Corporation as the reason for termination
                of the
                Holder's employment.

            


    

     

    
      	
              10.6

            	
              Leave
                of Absence. With respect to an Award, the Committee may, in its sole
                discretion, determine that any Holder who is on leave of absence
                for any
                reason will be considered to still be in the employ of the Corporation,
                provided that rights to that Award during a leave of absence will be
                limited to the extent to which those rights were earned or vested
                when the
                leave of absence began.

            


    

     

    
      	
              10.7

            	
              Transferability
                of Awards. Incentive Options, Stock Units and Performance Share Awards,
                and, during the period of restriction, Restricted Stock awarded under
                the
                Plan are not transferable except as designated by the Participant
                by will
                or by the laws of descent and distribution. Incentive Options may
                be
                exercised during the lifetime of the Holder only by the Holder or
                his
                guardian or legal representative. If provided in the Award agreement,
                Nonstatutory Options and Stock Appreciation Rights may be transferred
                by a
                Holder to Permitted Transferees, and may be exercised either by the
                Holder, his guardian or legal representative and as otherwise permitted
                under the laws of descent and distribution, or by a Permitted
                Transferee.

            


    

     

    
      	
              10.8

            	
              Forfeiture
                and Restrictions on Transfer. Each Award Agreement may contain or
                otherwise provide for conditions giving rise to the forfeiture of
                the
                Stock acquired pursuant to an Award or otherwise and may also provide
                for
                those restrictions on the transferability of shares of the Stock
                acquired
                pursuant to an Award or otherwise that the Committee in its sole
                and
                absolute discretion may deem proper or advisable. The conditions
                giving
                rise to forfeiture may include, but need not be limited to, the
                requirement that the Holder render substantial services to the Corporation
                or its Subsidiaries for a specified period of time. The restrictions
                on
                transferability may include, but need not be limited to, options
                and
                rights of first refusal in favor of the Corporation and stockholders
                of
                the Corporation other than the Holder of such shares of Stock who
                is a
                party to the particular Award Agreement or a subsequent holder of
                the
                shares of Stock who is bound by that Award
                Agreement.

            


    

     

    
      	
              10.9

            	
              Delivery
                of Certificates of Stock. Subject to Paragraph 10.10, the Corporation
                shall promptly issue and deliver a certificate representing the number
                of
                shares of Stock as to which an Option or Stock Appreciation Right
                has been
                exercised after the Corporation receives an Exercise Notice and upon
                receipt by the Corporation of the Exercise Price, if applicable,
                and any
                tax withholding as may be requested. The value of the shares of Stock
                transferable because of an Award under the Plan shall not bear any
                interest owing to the passage of time, except as may be otherwise
                provided
                in an Award Agreement. If a Holder is entitled to receive certificates
                representing Stock received for more than one form of Option under
                the
                Plan, separate Stock certificates shall be issued with respect to
                Incentive Options and Nonstatutory
                Options.

            


    

     

    
      	
              10.10

            	
              Conditions
                to Delivery of Stock. Nothing herein or in any Award granted hereunder
                or
                any Award Agreement shall require the Corporation to issue any shares
                with
                respect to any Award if that issuance would, in the opinion of counsel
                for
                the Corporation, constitute a violation of the Securities Act or
                any
                similar or superseding statute or statutes, any other applicable
                statute
                or regulation, or the rules of any applicable securities exchange
                or
                securities association, as then in effect. At the time of any exercise
                of
                an Option, the Corporation may, as a condition precedent to the exercise
                of such Option, require from the Holder (or in the event of his death,
                his
                legal representatives, heirs, legatees, or distributees) such written
                representations, if any, concerning the Holder's intentions with
                regard to
                the retention or disposition of the shares of Stock being acquired
                pursuant to the Option and such written covenants and agreements,
                if any,
                as to the manner of disposal of such shares as, in the opinion of
                counsel
                to the Corporation, may be necessary to ensure that any disposition
                by
                that Holder (or in the event of the Holder's death, his legal
                representatives, heirs, legatees, or distributees), will not involve
                a
                violation of the Securities Act or any similar or superseding statute
                or
                statutes, any other applicable state or federal statute or regulation,
                or
                any rule of any applicable securities exchange or securities association,
                as then in effect.

            


    

     

    
      	
              10.11

            	
              Securities
                Act Legend. Certificates for shares of Stock, when issued, may have
                the
                following legend, or statements of other applicable restrictions,
                endorsed
                thereon, and may not be immediately
                transferable:

            


    

     

    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 LAWS.

     

    This
      legend shall not be required for shares of Stock issued pursuant to an effective
      registration statement under the Securities Act.

     

    
      	
              10.12

            	
              Legend
                for Restrictions on Transfer. Each certificate representing shares
                issued
                to a Holder pursuant to an Award granted under the Plan shall, if
                such shares are subject to any transfer restriction, including a
                right of
                first refusal, provided for under this Plan or an Award Agreement,
                bear a
                legend that complies with applicable law with respect to the restrictions
                on transferability contained in this Paragraph 10.12, such
                as:

            


    

     

    THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
      ON
      TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT ENTITLED "
      AMENDED AND RESTATED
      FROZEN
      FOOD EXPRESS INDUSTRIES, INC. 2005 STOCK INCENTIVE PLAN" AS ADOPTED BY FROZEN
      FOOD EXPRESS INDUSTRIES, INC. (THE "CORPORATION") ON MAY 24,  2007,
      AND AN AGREEMENT THEREUNDER BETWEEN THE CORPORATION AND (HOLDER) DATED MAY
      24,
      2007, AND MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF EXCEPT AS
      THEREIN PROVIDED. THE CORPORATION WILL FURNISH A COPY OF SUCH INSTRUMENT AND
      AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST
      TO
      THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED
      OFFICE.

     

    
      	
              10.13

            	
              Rights
                as a Stockholder. A Holder shall have no right as a stockholder with
                respect to any shares covered by his Award until a certificate
                representing those shares is issued in his name. No adjustment shall
                be
                made for dividends (ordinary or extraordinary, whether in cash or
                other
                property) or distributions or other rights for which the record date
                is
                before the date that certificate is issued, except as contemplated
                by
                Section 9. Nevertheless, dividends and dividend equivalent rights
                may be
                extended to and made part of any Award denominated in Stock or units
                of
                Stock, subject to such terms, conditions, and restrictions as the
                Committee may establish. The Committee may also establish rules and
                procedures for the crediting of interest on deferred cash payments
                and
                dividend equivalents for deferred payment denominated in Stock or
                units of
                Stock.

            


    

     

    
      	
              10.14

            	
              Payment
                of Taxes. All awards and payments under the Plan are subject to
                withholding of all applicable taxes, which withholding obligations
                may be
                satisfied through the surrender of shares of Stock which the Holder
                already owns, or to which a Holder is otherwise entitled under the
                Plan.
                When a Holder is entitled to receive shares of Stock pursuant to
                the
                exercise of a Stock Appreciation Right or with respect to an award
                of
                Restricted Stock, Stock Units and Performance Shares pursuant to
                the Plan,
                the Corporation shall have the right to require the Holder to pay
                to the
                Corporation the amount of any taxes that it is required to withhold
                with
                respect to such shares, or, in lieu thereof, to retain, or sell without
                notice, a sufficient number of such shares to cover the amount required
                to
                be withheld.

            


    

     

    
      	
              10.15

            	
              Furnish
                Information. Each Holder shall furnish to the Corporation all information
                requested by the Corporation to enable it to comply with any reporting
                or
                other requirement imposed upon the Corporation by or under any applicable
                statute or regulation.

            


    

     

    
      	
              10.16

            	
              Obligation
                to Exercise. The granting of an Award hereunder shall impose no obligation
                upon the Holder to exercise the same or any part
                thereof.

            


    

     

    
      	
              10.17

            	
              Remedies.
                The Corporation shall be entitled to recover from a Holder reasonable
                attorneys' fees incurred in connection with the enforcement of the
                terms
                and provisions of the Plan and any Award Agreement whether by an
                action to
                enforce specific performance or for damages for its breach or
                otherwise.

            


    

     

    
      	
              10.18

            	
              Information
                Confidential. As partial consideration for the granting of each Award
                hereunder, the Holder shall agree with the Corporation that he will
                keep
                confidential all information and knowledge that he has relating to
                the
                manner and amount of his participation in the Plan; provided, however,
                that such information may be disclosed as required by law and may
                be given
                in confidence to the Holder's spouse, tax and financial advisors,
                or to a
                financial institution to the extent that such information is necessary
                to
                secure a loan. In the event any breach of this promise comes to the
                attention of the Committee, it shall take into consideration that
                breach
                in determining whether to recommend the grant of any future Award
                to that
                Holder, as a factor militating against the advisability of granting
                any
                such future Award to that
                individual.

            


    

     

    
      	
              10.19

            	
              Consideration.
                No Option shall be exercisable with respect to a Holder unless and
                until
                the Holder shall have paid cash or property to, or performed services
                for,
                the Corporation or any of its Subsidiaries that the Committee believes
                is
                equal to or greater in value than the par value of the Stock subject
                to
                such Award.

            


    

     

    SECTION
      11  EFFECTIVENESS, DURATION AND AMENDMENT OF PLAN

     

    
      	
              11.1

            	
              Effectiveness.
                The Plan shall not be effective unless and until it has been approved
                by
                both the Board of Directors and the holders of a majority of the
                shares of
                Stock of the Corporation present or represented by proxy and entitled
                to
                vote at the meeting of the stockholders of the Corporation at which
                the
                Plan is presented for stockholder approval. No Awards may be granted
                prior
                to the Effective Date.

            


    

     

    
      	
              11.2

            	
              Duration.
                No Awards may be granted hereunder after the date that is ten (10)
                years
                from the earlier of (a) the Effective Date and (b) the date the Plan
                is
                approved by the stockholders of the
                Corporation.

            


    

     

    
      	
              11.3

            	
              Amendment
                and Termination. The Board of Directors may, insofar as permitted
                by law,
                with respect to any shares which, at the time, are not subject to
                Awards,
                suspend or discontinue the Plan or revise or amend it in any respect
                whatsoever, and may amend any provision of the Plan or any Award
                Agreement
                to make the Plan or the Award Agreement, or both, comply with Section
                16(b) of the Exchange Act and the exemptions from that Section in
                the
                regulations thereunder, or the performance-based compensation exception
                of
                Section 162(m) of the Code. The Board of Directors may also amend,
                modify,
                suspend or terminate the Plan for the purpose of meeting or addressing
                any
                changes in other legal requirements applicable to the Corporation
                or the
                Plan or for any other purpose permitted by law. The Plan may not
                be
                amended without the consent of the holders of a majority of the shares
                of
                Stock then outstanding to (a) increase materially the aggregate
                number of shares of Stock that may be issued under the Plan or the
                maximum
                number of shares subject to Options that may be granted to any Eligible
                Individual in any single fiscal year of the Corporation (except for
                adjustments pursuant to Section 9 of the Plan), (b) increase materially
                the benefits accruing to Eligible Individuals under the Plan, or
                (c)
                modify materially the requirements of eligibility for participation
                in the
                Plan; provided, however, that such amendments may be made without
                the
                consent of stockholders of the Corporation if changes occur in law
                or
                other legal requirements (including 16b-3) that would permit
                otherwise.

            


    

     

    SECTION
      12.  GENERAL

     

    
      	
              12.1

            	
              Application
                of Funds. The proceeds received by the Corporation from the sale
                of shares
                pursuant to Options may be used for any general corporate
                purpose.

            


    

     

    
      	
              12.2

            	
              Right
                of the Corporation and Subsidiaries to Terminate Employment. Nothing
                contained in the Plan, or in any Award Agreement, shall confer upon
                any
                Holder the right to continue in the employ of the Corporation or
                any
                Subsidiary, or interfere in any way with the rights of the Corporation
                or
                any Subsidiary to terminate the Holder's employment at any
                time.

            


    

     

    
      	
              12.3

            	
              No
                Liability for Good Faith Determinations. Neither the members of the
                Board
                of Directors nor any member of the Committee shall be liable for
                any act,
                omission, or determination taken or made in good faith with respect
                to the
                Plan or any Award granted under it, and members of the Board of Directors
                and the Committee shall be entitled to indemnification and reimbursement
                by the Corporation in respect of any claim, loss, damage, or expense
                (including attorneys' fees, the costs of settling any suit, provided
                such
                settlement is approved by independent legal counsel selected by the
                Corporation, and amounts paid in satisfaction of a judgment, except
                a
                judgment based on a finding of bad faith) arising therefrom to the
                full
                extent permitted by law and under any directors and officers liability
                or
                similar insurance coverage that may from time to time be in effect.
                This
                right to indemnification shall be in addition to, and not a limitation
                on,
                any other indemnification rights any member of the Board of Directors
                or
                the Committee may have.

            


    

     

    
      	
              12.4

            	
              Other
                Benefits. Participation in the Plan shall not preclude the Holder
                from
                eligibility in any other stock or stock option plan of the Corporation
                or
                any Subsidiary or any old age benefit, insurance, pension, profit
                sharing
                retirement, bonus, or other extra compensation plans that the Corporation
                or any Subsidiary has adopted, or may, at any time, adopt for the
                benefit
                of its Employees. Neither the adoption of the Plan by the Board of
                Directors nor the submission of the Plan to the stockholders of the
                Corporation for approval shall be construed as creating any limitations
                on
                the power of the Board of Directors to adopt such other incentive
                arrangements as it may deem desirable, including, without limitation,
                the
                granting of stock options and the awarding of stock and cash otherwise
                than under the Plan, and such arrangements may be either generally
                applicable or applicable only in specific
                cases.

            


    

     

    
      	
              12.5

            	
              Exclusion
                From Pension and Profit-Sharing Compensation. By acceptance of an
                Award
                (whether in Stock or cash), as applicable, each Holder shall be deemed
                to
                have agreed that the Award is special incentive compensation that
                will not
                be taken into account in any manner as salary, compensation or bonus
                in
                determining the amount of any payment under any pension, retirement
                or
                other employee benefit plan of the Corporation or any Subsidiary.
                In
                addition, each beneficiary of a deceased Holder shall be deemed to
                have
                agreed that the Award will not affect the amount of any life insurance
                coverage, if any, provided by the Corporation or a Subsidiary on
                the life
                of the Holder that is payable to the beneficiary under any life insurance
                plan covering employees of the Corporation or any
                Subsidiary.

            


    

     

    
      	
              12.6

            	
              Execution
                of Receipts and Releases. Any payment of cash or any issuance or
                transfer
                of shares of Stock to the Holder, or to his legal representative,
                heir,
                legatee, or distributee, in accordance with the provisions hereof,
                shall,
                to the extent thereof, be in full satisfaction of all claims of such
                persons hereunder. The Committee may require any Holder, legal
                representative, heir, legatee, or distributee, as a condition precedent
                to
                such payment, to execute a release and receipt therefor in such form
                as it
                shall determine.

            


    

     

    
      	
              12.7

            	
              Unfunded
                Plan. Insofar as it provides for Awards of cash and Stock, the Plan
                shall
                be unfunded. Although bookkeeping accounts may be established with
                respect
                to Holders who are entitled to cash, Stock or rights thereto under
                the
                Plan, any such accounts shall be used merely as a bookkeeping convenience.
                The Corporation shall not be required to segregate any assets that
                may at
                any time be represented by cash, Stock or rights thereto, nor shall
                the
                Plan be construed as providing for such segregation, nor shall the
                Corporation nor the Board of Directors nor the Committee be deemed
                to be a
                trustee of any cash, Stock or rights thereto to be granted under
                the Plan.
                Any liability of the Corporation to any Holder with respect to a
                grant of
                cash, Stock or rights thereto under the Plan shall be based solely
                upon
                any contractual obligations that may be created by the Plan and any
                Award
                Agreement; no such obligation of the Corporation shall be deemed
                to be
                secured by any pledge or other encumbrance on any property of the
                Corporation. Neither the Corporation nor the Board of Directors nor
                the
                Committee shall be required to give any security or bond for the
                performance of any obligation that may be created by the
                Plan.

            


    

     

    
      	
              12.8

            	
              No
                Guarantee of Interests. Neither the Committee nor the Corporation
                guarantees the Stock of the Corporation from loss or
                depreciation.

            


    

     

    
      	
              12.9

            	
              Payment
                of Expenses. All expenses incident to the administration, termination,
                or
                protection of the Plan, including, but not limited to, legal and
                accounting fees, shall be paid by the Corporation or its Subsidiaries;
                provided, however, the Corporation or a Subsidiary may recover any
                and all damages, fees, expenses, and costs arising out of any actions
                taken by the Corporation to enforce its rights under this
                Plan.

            


    

     

    
      	
              12.10

            	
              Corporation
                Records. Records of the Corporation or its Subsidiaries regarding
                the
                Holder's period of employment, termination of employment and the
                reason
                therefor, leaves of absence, re-employment, and other matters shall
                be
                conclusive for all purposes hereunder, unless determined by the Committee
                to be incorrect.

            


    

     

    
      	
              12.11

            	
              Information.
                The Corporation and its Subsidiaries shall, upon request or as may
                be
                specifically required hereunder, furnish or cause to be furnished,
                all of
                the information or documentation which is necessary or required by
                the
                Committee to perform its duties and functions under the
                Plan.

            


    

     

    
      	
              12.12

            	
              Corporation
                Action. Any action required of the Corporation shall be by resolution
                of
                its Board of Directors or by a person authorized to act by resolution
                of
                the Board of Directors.

            


    

     

    
      	
              12.13

            	
              Severability.
                If any provision of this Plan is held to be illegal or invalid for
                any
                reason, the illegality or invalidity shall not affect the remaining
                provisions hereof, but such provision shall be fully severable and
                the
                Plan shall be construed and enforced as if the illegal or invalid
                provision had never been included herein. If any of the terms or
                provisions of this Plan conflict with the requirements of Rule 16b-3
                (as
                those terms or provisions are applied to Eligible Individuals who
                are
                subject to Section 16(b) of the Exchange Act) or Section 422 of the
                Code
                (with respect to Incentive Options), then those conflicting terms
                or
                provisions shall be deemed inoperative to the extent they so conflict
                with
                the requirements of Rule 16b-3 or Section 422 of the Code. With respect
                to
                Incentive Options, if this Plan does not contain any provision required
                to
                be included herein under Section 422 of the Code, that provision
                shall be
                deemed to be incorporated herein with the same force and effect as
                if that
                provision had been set out at length herein; provided, further, that,
                to
                the extent any Option that is intended to qualify as an Incentive
                Option
                cannot so qualify, that Option (to that extent) shall be deemed
                a Nonstatutory Option for all purposes of the
                Plan.

            


    

     

    
      	
              12.14

            	
              Notices.
                Whenever any notice is required or permitted hereunder, such notice
                must
                be in writing and personally delivered or sent by mail. Any notice
                required or permitted to be delivered hereunder shall be deemed to
                be
                delivered on the date on which it is personally delivered, or, whether
                actually received or not, on the third Business Day after it is deposited
                in the United States mail, certified or registered, postage prepaid,
                addressed to the person who is to receive it at the address which
                such
                person has theretofore specified by written notice delivered in accordance
                herewith. The Corporation or a Holder may change, at any time and
                from
                time to time, by written notice to the other, the address which it
                or he
                had previously specified for receiving notices. Until changed in
                accordance herewith, the Corporation and each Holder shall specify
                as its
                and his address for receiving notices the address set forth in the
                Award
                Agreement pertaining to the shares to which such notice
                relates.

            


    

     

    
      	
              12.15

            	
              Waiver
                of Notice. Any person entitled to notice hereunder may waive such
                notice.

            


    

     

    
      	
              12.16

            	
              Successors.
                The Plan shall be binding upon the Holder, his legal representatives,
                heirs, legatees, and distributees, and Permitted Transferees, upon
                the
                Corporation, its successors, and assigns, and upon the Committee,
                and its
                successors.

            


    

     

    
      	
              12.17

            	
              Headings.
                The titles and headings of Sections and Paragraphs are included for
                convenience of reference only and are not to be considered in construction
                of the provisions hereof.

            


    

     

    
      	
              12.18

            	
              Governing
                Law. All questions arising with respect to the provisions of the
                Plan
                shall be determined by application of the laws of the State of Texas
                except to the extent Texas law is preempted by federal law. Questions
                arising with respect to the provisions of an Award Agreement that are
                matters of contract law shall be governed by the laws of the state
                specified in the Award Agreement, except to the extent Texas corporate
                law
                conflicts with the contract law of such state, in which event Texas
                corporate law shall govern. The obligation of the Corporation to
                deliver
                or sell Stock hereunder is subject to applicable laws and to the
                approval
                of any governmental authority required in connection with the
                authorization, issuance, sale, or delivery of such
                Stock.

            


    

     

    
      	
              12.19

            	
              Word
                Usage. Words used in the masculine shall apply to the feminine where
                applicable, and wherever the context of this Plan dictates, the plural
                shall be read as the singular and the singular as the
                plural.

            


    

     

    FROZEN
      FOOD EXPRESS INDUSTRIES, INC.

    


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

    Stoney
      M.
      Stubbs, Jr.

    President