exh10_22.htm


    EXHIBIT
10.22

    January
19, 2009

    


    


    Via
Hand Delivery

    


    Thomas G.
Yetter

    555
Estates Drive

    Copper
Canyon, TX  75077

    


    Dear
Tom:

     

    On behalf
of Frozen Food Express Industries, Inc., FFE Transportation Services, Inc. and
their affiliated companies (collectively referred to as the “Company”), I am
providing you with this letter describing severance benefits providing for an
amicable transition on terms and conditions acceptable to both you and the
Company.  The following sets forth the terms and conditions of our
agreement (the “Agreement”).

     

    
      	
              1.  

            	
              Separation of
      Employment.  You and the Company agree that your
      employment with the Company and all other director, officer and employee
      positions, if any, held by you will end effective January 19, 2009 (the
      “Separation Date”).  We agree that your separation will be
      characterized as and constitute a voluntary resignation (or retirement)
      from all director, officer and employee positions with the
      Company.  In order to receive any benefits under this Agreement,
      in addition to complying with all of its terms, you must fully cooperate
      with the Company in the transition of your responsibilities and
      preparation of necessary documents prior your acceptance of the
      Agreement.  Commencing on the Separation Date, you will have no
      power or authority to incur any debt, liability, or obligation on behalf
      of the Company.

            


    

     

    
      	
              2.  

            	
              Severance
      Payment.  Subject to the provisions of Section 10 below
      and contingent upon your execution and return of this Agreement on or
      before the Expiration Date, you will receive $240,747.00, which will be
      subject to statutory deductions and withholdings.  This will be
      paid in a lump sum on February 5,
2009.

            


    

     

    
      	
              3.  

            	
              Expense
      Reimbursements.  The Company will reimburse you for
      pre-approved reasonable and necessary business expenses prior to the
      Separation Date upon presentation of an appropriate itemization of
      expenses incurred. Any such reimbursement(s) should be submitted to the
      Company no later than January 31, 2009, otherwise the Company shall have
      no further obligation to pay you for such
  reimbursement(s).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              4.  

            	
              Confidentiality.  By
      accepting the benefits, payments, and other items described above, you
      agree that:

            


    

     

    
      	
              a.  

            	
              All
      documents (including this Agreement), records, techniques, business
      secrets and other information which have come into your possession from
      time to time as a result of your employment with the Company
      (“Confidential Information and Business Secrets”) are and shall remain
      confidential and proprietary to the Company and/or its affiliates for a
      period of two (2) years after the date hereof, and, during such period,
      you will keep confidential and not divulge to any other party any of the
      Company’s and/or its affiliates’ Confidential Information and Business
      Secrets, including, but not limited to, Confidential Information and
      Business Secrets relating to such matters as the Company’s finances
      (including financial results, budgets, forecast, and long-range plans),
      operations, materials, processes, plans, designs, models, new products,
      apparatus, equipment, or formulas used in the Company’s operations, and
      the names of the Company’s customers and suppliers; provided, however,
      that Confidential Information and Business Secrets shall not include
      information which has become publicly known or made generally available
      through no wrongful act by you, is developed by you independent of the
      Confidential Information and Business Secrets or which has been rightfully
      received by you from a third party not precluded from making such
      disclosure or any information or documentation that evidences, describes
      or documents compensation, equity or derivative holdings, benefit plans,
      insurance (including health insurance), reimbursements or like matters and
      other matters related primarily to your employment or necessary for tax
      reporting purposes;

            


    

     

    
      	
              b.  

            	
              All
      of the Company’s and/or its affiliates’ and related companies’
      Confidential Information and Business Secrets are and shall remain the
      sole and exclusive property of the Company and/or its affiliates and
      related companies;

            


    

     

    
      	
              c.  

            	
              You
      will return to the Company or destroy all Company property and the
      property of any of its affiliates, including all Confidential Information
      and Business Secrets which came into your possession during your
      employment with the Company;

            


    

     

    
      	
              d.  

            	
              You
      will not disparage the Company or any of the Releasees (as that term is
      defined in Section 7 below), and in return, neither the Company nor any of
      the Releases will disparage you;

            


    

     

    
      	
              e.  

            	
              At
      any time prior to October 19, 2009, you will not, whether for your own
      account or for the account of any other individual, partnership, firm,
      corporation, or business organization, either directly or indirectly
      solicit or endeavor to entice away from the Company any person who is
      employed by or otherwise engaged to perform services for the Company or
      any of the Company Releasees, or to interfere with the business
      relationship of the Company with any person who is then a customer of the
      Company; and

            


    

     

    
      	
              f.  

            	
              If
      you fail to comply with any of the provisions of this Section 6, the
      Company will be entitled to a pro rata rebate of the severance paid to
      you.  In addition, the Company shall be entitled, upon
      application to any court of competent jurisdiction, to specific
      performance or injunction or other relief in order to enforce or prevent
      violation of such provision or provisions through September 30,
      2009.  Nothing herein shall be construed as prohibiting the
      Company from pursuing any other remedies available to it for such breach
      or threatened breach including the recovery of damages from
      you.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              5.  

            	
              Release of
      Claims.

            


    

     

    
      	
              a.  

            	
              In
      exchange for the consideration set forth in Section 2, you hereby, on
      behalf of yourself, your descendants, ancestors, dependents, heirs,
      representatives, executors, administrators, and
  assigns:

            


    

     

    
      	
              i.  

            	
              Fully
      and forever release and discharge the Company and each of its parent and
      holding companies, subsidiaries, affiliates, divisions, successors, and
      assigns, including but not limited to FFE Transportation Services, Inc.
      and Frozen Food Express Industries, Inc., together with all of their past
      and present trustees, directors, officers, agents, attorneys, insurers,
      employees, stockholders, and representatives (collectively the “Company
      Releasees”), from any and all claims, wages, demands, rights, liens,
      agreements, contracts, covenants, actions, suits, causes of action,
      obligations, debts, costs, expenses, attorneys’ fees, damages, judgments,
      orders, or liabilities of whatsoever kind or nature in law, equity, or
      otherwise, whether now known or unknown, suspected or unsuspected, which
      you now own or hold or have or may have at any time heretofore or
      hereafter owned or held as against the Company and/or any of the Company
      Releasees, arising out of or in any way connected
  with:

            


    

     

    
      	
              1.  

            	
              your
      employment relationship with the Company and/or any of its past or present
      subsidiaries or parent or affiliated companies or
  entities;

            


    

     

    
      	
              2.  

            	
              your
      Separation from the Company and/or any of its past or present subsidiaries
      or parent or affiliated companies or entities;
  and

            


    

     

    
      	
              3.  

            	
              any
      and all other transactions, occurrences, acts or omissions, and any loss,
      damage, or injury whatsoever, known or unknown, suspected or unsuspected,
      resulting from any act or omission by or on the part of the Company and/or
      any of the Company Releasees arising, committed, or omitted prior to the
      effective date of this Agreement or at any time during your employment
      with the Company or with any of the Yetter Releasees, including, but not
      limited to claims under  Title VII of the Civil Rights Act of
      1964, the Texas Commission on Human Rights Act, the Worker Adjustment and
      Retraining Notification Act, the Equal Pay Act of 1963, the Age
      Discrimination in Employment Act of 1967, the Employee Retirement Income
      Security Act, the Civil Rights Act of 1866, the Older Workers’ Benefit
      Protection Act, the Americans with Disabilities Act, the Family and
      Medical Leave Act, any and all claims for breach of contract, tort, and
      personal injury of any kind, including but not limited to any claims for
      severance pay, bonus, salary, sick leave, holiday pay, vacation pay, life
      insurance, health or medical insurance, or any other fringe benefit,
      worker’s compensation or disability, and/or any claims under any other
      federal, state, local, or other governmental statute, regulation, and/or
      common law.

            


    

     

    Notwithstanding
the foregoing, the foregoing release shall not release or discharge your rights
under this Agreement, claims which may arise after the effective date of this
Agreement, claims for pension and retirement plan benefits (including 401(k)
related benefits), any equity or derivative interest in the Company, continuing
rights under the Company’s health insurance as provided therein or by law
(including COBRA), any rights of indemnification under state law, the Company’s
certificate or articles of incorporation, bylaws or contract, or rights to
coverage under director, officer, fiduciary and/or similar insurance coverages
as maintained from time to time by the Company (collectively, the “Continuing
Obligations”).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              b.  

            	
              In
      exchange for the consideration set forth herein, the Company hereby, on
      behalf of itself, the Company Releasees and its successors and
      assigns:

            


    

     

    
      	
              i.  

            	
              Fully
      and forever release and discharge you and each of your descendants,
      ancestors, dependents, heirs, representatives, executors, administrators
      and assigns, together with all of their past and present trustees, agents,
      attorneys, insurers and employees (collectively, the “Yetter Releasees”),
      from any and all claims, demands, rights, liens, agreements, contracts,
      duties, covenants, actions, suits, causes of action, obligations, debts,
      costs, expenses, attorneys’ fees, damages, judgments, orders and/or
      liabilities of whatsoever kind or nature in law, equity or otherwise,
      whether now known or unknown, suspected or unsuspected, which the Company
      now owns or holds or has or may have at any time heretofore or hereafter
      owned or held as against you and/or any of the Yetter Releasees, arising
      out of or in any way connected
with:

            


    

     

    
      	
              1.  

            	
              your
      employment relationship and officer and director positions with the
      Company and/or any of its past or present subsidiaries or parent or
      affiliated companies or entities;
and

            


    

     

    
      	
              2.  

            	
              any
      and all other transactions, occurrences, acts or omissions, and any loss,
      damage or injury whatsoever, known or unknown, suspected or unsuspected,
      resulting from any act or omission by or on your part or on the part of
      any of the Yetter Releasees arising, committed or omitted prior to the
      effective date of this Agreement or at any time during your employment or
      tenure of your positions with the Company or with any of the Yetter
      Releasees, including any claims under any federal, state, local or other
      governmental statute, regulation and/or common
  law.

            


    

     

    
      	
              6.  

            	
              Non-Liability.  You
      and the Company agree that neither this Agreement nor the furnishing of
      the consideration for this Agreement shall be deemed or construed at any
      time, for any purpose, an admission by you or the Company or by any of the
      Company Releasees or Yetter Releasees of any liability or wrongful or
      unlawful conduct of any kind
whatsoever

            


    

     

    
      	
              7.  

            	
              Withholdings.  All
      payments or benefits to you under this Agreement or otherwise are subject
      to withholding by the Company from such payments or benefits in accordance
      with applicable laws and regulations then in effect, including but not
      limited to any federal, state, regional, and local
  taxes.

            


    

     

    
      	
              8.  

            	
              Company
      Property.  You agree to destroy or return to the Company,
      on or before the close of business on the Expiration Date, any and all
      Company property (including, but not limited to, sales materials,
      documents or other company records, parking cards, pass cards, access
      cards, keys, calling cards, mobile phones, beepers, pagers, credit cards,
      computers, fax machines, copy machines, Palm Pilots or personal digital
      assistants, or any other equipment) that you have or may have in your
      possession or control.  If you do not return any items of
      Company property in your possession or control by said date, then the
      Company may, in addition to any rights and remedies it may have under this
      Agreement or otherwise, withhold any and all payments to be made to you
      hereunder.

            


    

     

    
      	
              9.  

            	
              Neutral Reference
      Policy.  Pursuant to Company policy, the Human Resources
      Department will confirm to prospective employers your position held, dates
      of employment, and social security number.  The Company will not
      provide any other information about your employment, including a letter of
      reference.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              10.  

            	
              Notices.  All
      notices, requests, demands, and other communications hereunder must be in
      writing and shall be deemed to have been given if delivered by hand ,
      reputable local or overnight delivery service or mailed within the
      continental United States by first class, registered, or certified mail,
      return receipt requested, postage and registry fees prepaid and addressed
      as follows:

            


    

     

    
      	
              a.  

            	
              If to the
      Company:

            


    

    Stoney M.
Stubbs, Jr.

    Chairman,
President, and CEO

    Frozen
Food Express Industries, Inc.

    1145
Empire Central Place

    Dallas,
Texas 75247-4309

     

    
      	
              b.  

            	
              If to
      you:

            


    

    Tom
Yetter

    555
Estates Drive

    Copper
Canyon, TX 75077

    


    Either
party by notice in writing to the other may change the address to which notices,
requests, demands, or other communications to it shall be mailed.

     

    
      	
              11.  

            	
              Offer.  This
      offer shall remain in effect through the close of business on February 10,
      2009 (the “Expiration Date”), after which it shall be deemed to have been
      automatically withdrawn.

            


    

     

    
      	
              12.  

            	
              Employee
      Acknowledgments and Representations.  You hereby
      acknowledge and represent that:

            


    

     

    
      	
              a.  

            	
              You
      have been advised in writing to seek the advice of an attorney before
      signing this Agreement, and you have had an adequate opportunity to seek
      legal counsel of your own choosing.  The Company and you agree
      that the parties have relied upon the advice of their respective attorney
      or have knowingly and willingly not sought the advice of such
      attorneys.  You represent that the terms of this Agreement are
      fully understood and knowingly and voluntarily accepted by
      you.

            


    

     

    
      	
              b.  

            	
              You
      acknowledge that you received this Agreement on January 19, 2009, and that
      you have at least twenty-one (21) days to consider its terms and decide
      whether to sign it. By signing this Agreement, you will be representing
      that you considered its terms for at least twenty-one (21) days or
      knowingly and voluntarily waived your right to do
  so.

            


    

     

    
      	
              c.  

            	
              This
      Agreement will become null and void and of no further force or effect if
      the Company does not receive a fully executed copy from you after the
      Separation Date but ON
      OR BEFORE the close of business on the Expiration
    Date.

            


    

     

    
      	
              13.  

            	
              Separation from
      Company Associations.  You agree that, as of the
      Separation Date, you will resign from any and all offices, directorships
      and positions held with the Company as well as its parent, subsidiary, and
      affiliated companies and divisions, including but not limited to Frozen
      Food Express Industries, Inc., FFE Transportation Services, Inc., Lisa
      Motor Lines, Inc., American Eagle Lines, AirPro Holdings, Inc., and
      W&B Refrigeration Service Company and relinquish all rights and duties
      connected therewith.  You further acknowledge that, following
      the Separation Date, you shall hold no further positions with the Company
      and/or its parent, subsidiary, and affiliated
  companies.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              14.  

            	
              Miscellaneous.

            


    

     

    
      	
              a.  

            	
              Assignment.  This
      Agreement shall not be assigned, pledged, or transferred in any way by you
      without the Company’s prior written
consent.

            


    

     

    
      	
              b.  

            	
              Modification.  No
      change, alteration, or modification of this Agreement may be made except
      in writing signed by both parties
thereto.

            


    

     

    
      	
              c.  

            	
              Entire
      Agreement:  The matters set forth in this Agreement
      constitute the entire agreement between Consultant and the Company and
      supersede all prior agreements, negotiations, and discussions between the
      parties hereto and/or their respective counsel with respect to the subject
      matter hereof.  No other representations, covenants,
      undertakings, or other prior or contemporaneous agreements, oral or
      written, regarding the matters set forth in this Agreement shall be deemed
      to exist or bind any of the parties hereto.  Each party
      understands and agrees that it has not relied on any statement or
      representation by the other party or any of its representatives in
      entering into this Agreement.

            


    

     

    
      	
              d.  

            	
              Headings.  The
      headings in this Agreement are for convenience of reference only and shall
      not be considered as part of this Agreement nor limit or otherwise affect
      the meaning hereof.

            


    

     

    
      	
              e.  

            	
              Severability.  Should
      any provision of this Agreement be declared illegal or unenforceable by
      any court of competent jurisdiction, a provision that most closely
      resembles the parties’ intent, but which is legally enforceable, shall be
      deemed to have been automatically substituted in the place and stead of
      such illegal or unenforceable provision.  If a legal provision
      which would carry out the parties’ intent cannot, as a practical matter,
      be substituted in the place of such unenforceable provision (other than
      the general release language), then such provision shall immediately
      become null and void, but leaving the remainder of this Agreement in full
      force and effect.  If, however, any portion of the general
      release language were ruled or deemed to be unenforceable for any reason,
      then you agree to promptly return to the Company all of the consideration
      that has been paid to you under this
Agreement.

            


    

     

    
      	
              f.  

            	
              Rights and Remedies
      Cumulative.  No failure or delay on the part of any party
      hereto in exercising any right hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of or the exercise of
      any other right hereunder preclude any other or further exercise thereof
      or the exercise of any other right.  No right or remedy provided
      for herein is intended to be exclusive of any other right or remedy, and
      every right and remedy shall, to the extent permitted by law, be
      cumulative and in addition to every other right or remedy given hereunder
      or now or hereafter existing at law or in equity or
      otherwise.  The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or
  remedy.

            


    

     

    
      	
              g.  

            	
              All
      Commitments.  The amounts and benefits payable to you
      under or referenced in this Agreement and the Continuing Obligations
      constitute all payments or benefits which the Company shall be obligated
      to provide for you, and you agree that, except as provided or referenced
      herein or with respect to the Continuing Obligations, neither you nor your
      estate will have any rights under any bonus plan, incentive compensation
      plan, health plan, or any other benefit or compensation plan
      whatsoever.  Any rights under any savings, benefit or pension
      plan, if applicable, are subject to the terms and conditions of such
      plans.

            


    

     

    
      	
              15.  

            	
              Governing Law and
      Venue.  The terms and provisions of this letter agreement
      and release shall be governed by and construed in accordance with the laws
      of the STATE OF
      TEXAS, exclusive of any conflict of law provisions, and venue for
      all purposes of this letter agreement and release shall be in a court of
      competent jurisdiction sitting in DALLAS COUNTY, TEXAS or
      the applicable federal district or appellate court having jurisdiction
      over actions filed in such county and
state.

            


    

     

    
      	
              16.  

            	
              BY
      SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, HAVE HAD
      THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF YOUR CHOICE, UNDERSTAND IT,
      AND ARE VOLUNTARILY ENTERING INTO IT.  READ THIS AGREEMENT
      CAREFULLY.  IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    If the foregoing is acceptable to you,
please acknowledge your agreement by signing three copies of this letter and
returning two of them to me after the Separation Date but ON OR
BEFORE February 10, 2009.  The remaining copy is for your
files.

     

    
      	 
      	
              Sincerely,

            
	 
      	
              /s/ Stoney M. Stubbs,
Jr.

            
	 
      	
              Stoney
      M. Stubbs, Jr.

            
	 
      	
              Chairman,
      President,

            
	 
      	
              Chief
      Executive Officer

            
	 
      	
              Frozen
      Food Express Industries, Inc.

            
	
              ACCEPTED
      AND AGREED:

            	 
      
	 
      	 
      
	
              /s/ Thomas G. Yetter

            	 
      
	
              Thomas
      G. Yetter