0000039273-05-000012 Sample Contracts

FORM OF NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local)

Non-Qualified Stock Option Agreement (the “Agreement”), dated as of ____________________ between Frozen Food Express Industries, Inc. (the “Company”) and ______________________, a non-employee director of the Company (the “Optionee”).

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OF FROZEN FOOD EXPRESS INDUSTRIES, INC. FORM OF AWARD AGREEMENT
1992 Incentive and Nonstatutory Stock Option Plan • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local) • Texas

This Option Agreement (this “Agreement”) is made and entered into by and between Frozen Food Express Industries, Inc., a Texas corporation (“FFE” or the “Corporation”) and the (“Optionee”), as of (the “Date of Grant”). If the Optionee is presently or subsequently becomes employed by a subsidiary of the Corporation, the term “Corporation” shall be deemed to refer collectively to Frozen Food Express Industries, Inc., and the subsidiary or subsidiaries which employ the Optionee.

SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local)

This Split Dollar Agreement (hereinafter referred to as the "Agreement") is entered into this 2nd day of March, 1995, by and between Frozen Food Express Industries, Inc., a Texas corporation (herein referred to as the "Corporation") and Stoney Russell Stubbs, as Trustee of The Stubbs Irrevocable 1995 Trust, created by Stoney Milton Stubbs, Jr. and Julia B. Stubbs, as settlors, and dated March 1, 1995 (herein referred to as the "Trustee");

AMENDMENT No. 1 TO SPLIT DOLLAR AGREEMENT ROBERTSON TRUST
Split Dollar Agreement • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local) • Texas

Reference is made to that certain Split Dollar Agreement dated as of March 2, 1995 (the "Agreement"), by and between Frozen Food Express Industries, Inc., a Texas corporation (the "Corporation"), and Weldon Avis Robertson as Trustee ("Trustee") of The Robertson Irrevocable 1995 Trust (the "Trust").

AMENDMENT NO. 1 TO SPLIT DOLLAR AGREEMENT STUBBS TRUST
Split Dollar Agreement • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local) • Texas

Reference is made to that certain Split Dollar Agreement dated as of March 2, 1995 (the "Agreement"), by and between Frozen Food Express Industries, Inc., a Texas corporation (the "Corporation"), and Stoney Russell Stubbs, as Trustee ("Trustee") of The Stubbs Irrevocable 1995 Trust (the "Trust").

SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local)

This Split Dollar Agreement (hereinafter referred to as the "Agreement") is entered into this 2nd day of March, 1995, by and between Frozen Food Express Industries, Inc., a Texas corporation (herein referred to as the "Corporation") and Weldon Alvis Robertson, as Trustee of The Robertson Irrevocable 1995 Trust, created by Charles Garland Robertson and Eleanor Elaine Robertson, as settlors, and dated March 1, 1995 (herein referred to as the "Trustee");

FORM OF 2002 INCENTIVE AND NONSTATUTORY OPTION PLAN OF FROZEN FOOD EXPRESS INDUSTRIES, INC. INCENTIVE OPTION AWARD AGREEMENT This Incentive Option Award Agreement (this “Agreement”) is made and entered into by and between Frozen Food Express...
Incentive Option Award Agreement • March 23rd, 2005 • Frozen Food Express Industries Inc • Trucking (no local) • Texas

WHEREAS, the Corporation has adopted the Frozen Food Express Industries, Inc. 2002 Incentive and Nonstatutory Option Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, to provide an incentive for key employees and certain consultants and advisors of the Corporation to remain in the service of the Corporation and to extend them the opportunity to acquire a proprietary interest in the Corporation so that they will apply their best efforts for the benefit of the Corporation; and

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