FFE TRANSPORATION SERVICES,
INC.
AMENDED 2005 EXECUTIVE
BONUS AND RESTRICTED STOCK PLAN
This Executive
Bonus and Restricted Stock Plan (hereafter this
“Plan”), dated as of January 1, 2005 (the
“Effective Date”), is hereby amended as of February 25,
2009 by FFE Transportation Services, Inc., a Delaware corporation
(“FFE”) which is a wholly-owned subsidiary of FFE, Inc.
(“Inc.”), a Delaware corporation which is a
wholly-owned subsidiary of Frozen Food Express Industries, Inc.
(“Industries”), a Texas corporation, for the benefit of
certain officers of FFE.
PURPOSE
FFE has
established this Plan for the benefit of specified officers of FFE
in order to enhance the benefits to the covered officers, allow the
officers to share in the growth of FFE through the appreciation in
the value of the common stock of Industries, and to provide the
officers with greater incentive to promote the grown of
Industries’ shareholder value. The purpose of the
Plan is to align the financial interests of key officers of FFE
with those of Industries’ shareholders through the use of
awards, payable in the common stock of Industries, upon the
attainment of predetermined performance goals.
TERMS
1.
DEFINITION. For the purposes of this Plan, the following
terms shall have the meanings set forth below:
(a) The term
“Committee” shall mean a committee of the Board of
Directors of Industries, which shall consist of not less than two
persons who are “Non-Employee Directors” as defined in
Rule 16b-3(b)(3) under the Securities Exchange Act of 1934 and who
meet such additional criteria as the Board of Directors of
Industries shall determine so that any incentive bonuses paid
pursuant to this Plan shall be exempt from the limitation set forth
in Section 162(m) of the Internal Revenue Code of 1986, as
amended.
(b) The term
“Compensation” shall mean a Participant’s base
compensation (as determined by the Committee) for the specified
period and shall exclude any non-recurring compensation such as
bonus payments.
(c) The term
“Fair Market Value” shall mean the closing sales price
of the securities per share, as reported in the Wall Street Journal
(or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation System) as of
the date in question.
(d) The term pre-tax
income shall mean total revenues less total operating expenses
including interest income, gains (losses) from the sale of
equipment and other non-operating expenses for Frozen Food Express
Industries, Inc. Pre-tax income may be adjusted by the Committee
for such specific items, if any, that the Committee in its sole
discretion deems appropriate.
(e) The term
“Participant” shall mean each officer of FFE, including
without limitation, any officer of Industries that is an officer of
FFE, whose name is set forth on Exhibit A.
2. DETERMINATION OF
BONUS. With respect to each fiscal year commencing with
fiscal year 2005, each Participant shall be entitled to an
incentive bonus (“Bonus”) calculated pursuant to a
formula determined on the basis of such Participant’s pre-tax
income targets and specified percentages of such
Participant’s Compensation, if the Committee certifies that
the applicable target has been obtained. The targets and
percentages for all Participants are shown on Exhibit A attached to
this Plan. On or before the last day of any fiscal year,
the Committee may, in its sole discretion, redetermine who will be
a Participant (provided that such person must be an officer of FFE)
for the subsequent fiscal year and the pre-tax targets and
percentages to be used to calculate the Participants’ Bonuses
for the subsequent fiscal year by amending Exhibit A attached to
this Plan.
3 .
PAYMENT OF BONUS AND ISSUANCE OF
RESTRICTED STOCK.
(a) Each
Participant’s Bonus for any fiscal year shall be paid by FFE
to such Participant as soon as practicable after the consolidated
financial statements of Industries for such fiscal year have been
prepared. [Note: Section 409A will
require either that (i) the bonus be p
