8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:

(Date of earliest event reported)

August 18, 2010

FROZEN FOOD EXPRESS INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas (State or Other Jurisdiction of Incorporation)	1-10006 COMMISSION FILE NUMBER	75-1301831 (IRS Employer Identification No.)
1145 Empire Central Place Dallas, Texas 75247-4309 (Address of Principal Executive Offices)		(214) 630-8090 (Registrant's telephone number, including area code)

	Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
r	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

Grant of Performance Based Restricted Stock Awards Under the Amended and Restated Frozen Food Express Industries, Inc. Amended and Restated 2005 Stock Incentive Plan

On August 18, 2010, the Board of Directors of Frozen Food Express Industries, Inc. (the “Company”) approved grants of performance based restricted stock under the Company’s Amended and Restated Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”) to each of S. Russell Stubbs, President; John T. Hickerson; Chief Operating Officer; and John R. McManama, Chief Financial Officer.  Each award sets forth a target number of shares of restricted stock as follows:  Mr. Stubbs – 24,100 shares, Mr. Hickerson – 16,500 shares, and Mr. McManama – 11,300 shares.  Each participant is eligible to receive between 0% and 150% of such target amount based upon the rank of the Company’s diluted earnings per share relative to certain peer companies set forth in the p erformance based restricted stock award agreement (each, a “Restricted Stock Agreement”).  For purposes of the Restricted Stock Agreement, the diluted earnings per share of the Company and each peer company of the performance period designated in the Restricted Stock Agreement is calculated by dividing the net income of the applicable entity by the sum of the weighted average number of common shares outstanding for such entity plus all additional common shares that would have been outstanding if potentially dilutive common shares related to stock options and other dilutive securities had been issued using the treasury stock method in conformity with generally accepted accounting principles in the United States.

The percentage of the target amount of restricted stock awarded to the participant is determined as follows:

If the Company’s Diluted Earnings per Share Over the Performance Period as Compared to the Peer Companies	Percentage of Target Incentive Payable to the Participant
is at the 75th percentile or higher	150%
is at the median	100%
is at the 25th percentile	50%
is below the 25th percentile	0%

The participant’s restricted stock award is interpolated for performance between the 25 percentile and the median and the median and the 75th percentile.  No performance award will be payable unless the Company has positive diluted earnings per share for the performance period.  The restricted stock awards vest over a three-year period, one-third on each anniversary of the date granted.  A copy of the form of Performance Based Restricted Stock Award Agreement under the 2005 Plan attached hereto as Exhibit 10.1.

Amendment of the FFE Transportation Services Inc. Amended 2005 Executive Bonus and Restricted Stock Plan

On August 18, 2010, the Company’s Board of Directors amended the FFE Transportation Services Inc. Amended 2005 Executive Bonus and Restricted Stock Plan (the “Executive Plan”) to remove restricted stock awards from the Executive Plan.  In connection therewith, the name of the Executive Plan was changed to the FFE Transportation Services, Inc. Amended 2005 Executive Cash Bonus Plan.  A copy of the amended Executive Plan is attached hereto as Exhibit 10.2.

In addition, the Company’s Board of Directors revised the applicable pre-tax income targets and various cash award payout levels previously granted to the following participants for the 2010 fiscal year:  S. Russell Stubbs, John T. Hickerson, and John R. McManama.

The following table sets for the applicable pre-tax income targets and various cash award payout levels for 2010, effective as of January 1, 2010:

Pre-tax Income	Participant’s Bonus Percentage
	Stubbs	Hickerson	McManama
$0	58.3%	50.0%	41.7%
$1,000,000	70.0%	60.0%	50.0%
$2,000,000	81.7%	70.0%	58.3%
$3,000,000	93.3%	80.0%	66.7%
$4,000,000	105.0%	90.0%	75.0%
$5,000,000	116.7%	100.0%	83.3%
$6,000,000 or greater	128.3%	110.0%	91.7%

ITEM 9.01.	Financial Statements and Exhibits
(a)	Financial statements of business acquired.
	Not applicable.
(b)	Pro-forma financial information.
	Not applicable.
(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits
	10.1	Form of Performance Based Restricted Stock Award Agreement for use with the Frozen Food Express Industries, Inc. Amended and Restated 2005 Stock Incentive Plan.
	10.2	FFE Transportation Services, Inc. Amended 2005 Executive Bonus Plan, dated as of January 1, 2005, as amended as of July 1, 2010.

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FROZEN FOOD EXPRESS INDUSTRIES, INC.
Dated: August 20, 2010	By:	/s/ John R. McManama
		John R. McManama   Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX
Exhibit No.	Exhibit Title
10.1	Form of Performance Based Restricted Stock Award Agreement for use with the Frozen Food Express Industries, Inc. Amended and Restated 2005 Stock Incentive Plan.
10.2	FFE Transportation Services, Inc. Amended 2005 Executive Bonus Plan, dated as of January 1, 2005, as amended as of July 1, 2010.

EX-10.1

EXHIBIT 10.1

PERFORMANCE BASED

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE

AMENDED AND RESTATED FROZEN FOOD EXPRESS INDUSTRIES, INC.

2005 STOCK INCENTIVE PLAN

                THIS AWARD AGREEMENT is made and entered into as of July 1, 2010 (the “Date of Grant”), by and between Frozen Food Express Industries, Inc. (the “Company”), and _________________(“Employee”).

WITNESSETH:

                WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has adopted and the stockholders of the Company have approved the Company’s Amended and Restated 2005 Stock Incentive Plan (the “Plan”), pursuant to which performance based restricted stock award may be granted to employees of the Company and its subsidiaries; and

                WHEREAS, the Company desires to grant to Employee a performance base restricted stock award under the terms of the Plan.

     NOW, THEREFORE, pursuant to the Plan, the Company and Employee agree as follows:

1. Grant of Award. Pursuant to action of the Committee (as hereinafter defined), the Company grants to Employee the performance based restricted stock award described in this Award Agreement (the “Award” or “Restricted Stock Award”).

2. Award Subject to Plan. This Award is granted under and is expressly subject to all the terms and provisions of the Plan, which terms are incorporated herein by reference. The committee referred to in Section 3 of the Plan (“Committee”) has been appointed by the Board of Directors, and designated by it, as the Committee to make awards.

3. Vesting of Award. This Award is granted to Employee hereunder, subject to the other terms and conditions set forth herein, shall become vested in accordance with the following schedule:

Vesting Date	Cumulative Percentage of Stock Vested
Issue Date	0%
First anniversary of the Issue Date	33%
Second anniversary of the Issue Date	66%
Third anniversary of the Issue Date	100%

4. Performance Period. The performance period for the Restricted Stock Award is a one (1) year period commencing January 1, 2010 and ending December 31, 2010 (the “Performance Period”).

5. Performance Based Restricted Stock Award.

                (a) General. Employee’s Performance Based Restricted Stock Award opportunity for the Performance Period is the right to receive from 0% to 150% of________shares of the common stock, par value $1.50 per share, of the Company (the “Target Incentive”).

(b) Amount of Restricted Stock Incentive Due Employee for the Performance Period. The amount of the Target Incentive awarded to Employee for the Performance Period will be based upon the rank of the Company’s “Diluted Earnings per Share” (as defined in Section 6 below) relative to the “Peer Companies’” (as defined in Section 7 below) Diluted Earnings per Share over the Performance Period, as follows:

If the Company’s Diluted Earnings per Share	Then the Percentage of Target
Over The Performance Period As Compared	Incentive
to Peer Companies	Payable to Employee is
Is at the 75th percentile or higher	150%
Is at Median	100%
Is at the 25th percentile	50%
Is below the 25th percentile	0%

At the end of the Performance Period, the percentile rank of the Company’s Diluted Earnings per Share will be calculated. Any Peer Company that is no longer publicly traded shall be excluded from this calculation. The payout associated with the Company’s percentile rank will be based on the chart above with awards interpolated for performance between the 25th and Median and Median and 75th percentile. Notwithstanding the foregoing, no Performance Restricted Stock Award shall be payable unless the Company has positive Diluted Earnings per Share for the Performance Period. In no event will the Committee have discretion to increase the amounts payable hereunder.

(c) Award of Performance Based Restricted Stock Award for the Performance Period. Subject to early termination of this Award Agreement pursuant to Section 8 or Section 9 below, as soon as practicable following the end of the Performance Period and the determination of the Company’s Diluted Earnings per Share as compared to the Median Diluted Earnings Per Share of the Peer Companies over the Performance Period, and in any event, no later than 2 1/2 months after the end of the Performance Period, the Company will award to Employee Restricted Shares of common stock (fractional shares equal 1 additional share) of the Company representing the percentage of the Target Incentive earned by Employee hereunder, if any, as determined pursuant to S ection 5(b) above. Prior to the issuance to Employee of restricted shares of common stock awarded under this Agreement, if any, Employee shall have no rights as a stockholder of the Company (including without limitation, the right to payment of dividends or the right to vote) with respect to shares represented by the Performance Restricted Stock Award. Notwithstanding anything else to the contrary provided herein, the Company shall not be obligated to issue any certificate representing the vested shares to be delivered pursuant to this Agreement, unless and until the Company is advised by its counsel that the issuance and delivery of such certificate is in compliance with applicable laws and regulations.

6. Diluted Earnings per Share. Diluted Earnings per Share with respect to the Company and each Peer Company is computed by dividing net income by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if potentially dilutive common shares related to stock options and other dilutive securities had been issued using the treasury stock method in conformity with US GAAP.

7. Peer Companies. The Peer Companies are the following:  Celadon Group, Inc., Covenant Transport, Inc., Knight Transportation,  Inc., Marten Transport, Ltd., P.A.M. Transportation, Inc., Quality Distribution, Inc., Saia, Inc., Universal Truckload Services, USA Truck, Inc. and Vitran Corporation.

8. Termination of Employment.

                (a) Except as set forth in subsection (b), this Award Agreement will terminate and be of no further force or effect on the date that Employee is no longer employed by the Company or any of its subsidiaries, if such termination is a voluntary termination or an involuntary termination for Cause (as defined in the Plan). If the Employee is involuntarily terminated other than for Cause (as defined in the Plan), or terminates employment due to death, Total Disability (as defined in the Plan) or retirement (the determination of which shall be made in the sole discretion of the Committee), after completing at least 50% of the Performance Period, Employee shall be entitled to a pro rata portion of the Performance Based Restricted Stock Award de termined pursuant to Section 5(b) above, awarded in accordance with the terms of Section 5(c).   

(b) Employee will be entitled to receive any Performance Based Restricted Stock Award granted under Section 5 of this Award Agreement if Employee’s employment terminates after the Performance Period but before Employee’s receipt of such Performance Restricted Stock Award payment for the Performance Period, except in the event of a termination for Cause in which case no Award shall be granted.

9. Change of Control. In the event of a Change in Control (as defined in the Plan) of the Company, then upon the effectiveness of such Change in Control, this Award Agreement will terminate and be of no further force and effect and the Employee shall receive the percentage of the Target Incentive based on Diluted Earnings per Share calculated as of the date of such Change in Control, prorated to reflect the actual number of months of service from the Date of Grant to the date of such Change in Control. Contemporaneously with the Change of Control, the Company will deliver to Employee certificate(s) evidencing the shares of common stock of the Company representing the percentage of the Target Incentive earned by Employee hereunder, if any.

10. Forfeiture. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, as such terms are used in Section 304 of the Sarbanes-Oxley Act of 2002 or as interpreted by the Committee, then the Committee in its sole discretion may require Employee to reimburse or forfeit to the Company any payment received or to be received hereunder by Employee during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the f inancial document that required restatement.

11. Tax Withholding. Employee must pay, or make arrangements acceptable to the Company for the payment of, any and all federal, state, and local tax withholding that in the opinion of the Company is required by law. Unless Employee satisfies any such tax withholding obligation by paying the amount in cash or by check, the Company will withhold a portion of the Performance Restricted Stock Award equal to the tax withholding obligation.

12. Non-Transferability. Employee shall not sell, transfer, assign, pledge, or otherwise encumber or dispose of the Performance Restricted Stock Award (or any rights hereunder) nor sell, transfer, assign, pledge or otherwise encumber or dispose of any of the shares of common stock issuable under this Agreement prior to the delivery to Employee of certificates for shares of common stock payable pursuant to Section 4(c) or Section 8.

13. Definitions; Copy of Plan. To the extent not specifically defined in this Award Agreement, all capitalized terms used in this Award Agreement will have the same meanings ascribed to them in the Plan. By signing this Award Agreement, Employee acknowledges receipt of a copy of the Plan.

14. Committee Administration. The Committee shall have the sole responsibility for construing and interpreting this Agreement, and for resolving all questions arising hereunder. Any decision or action taken by the Committee arising out of, or in connection with, the construction, administration, interpretation and effect of this Agreement shall be conclusive and binding upon all persons.

15. Choice of Law. This Agreement will be governed by the laws of the State of Texas, without regard to the principles of conflicts of law which might otherwise apply.

 IN WITNESS WHEREOF, the Company and Employee have executed this Award Agreement as of the Date of Grant.

FROZEN FOOD EXPRESS INDUSTRIES,  INC.
By:
Its:	Chairman of the Board

EX-10.2

EXHIBIT 10.2

FFE TRANSPORATION SERVICES, INC.

AMENDED 2005 EXECUTIVE CASH BONUS 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 July 1, 2010 by FFE Transportation Services, Inc., a Delaware corporation (“FFE”) 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 pre-tax income shall mean total revenues less total operating expenses including bonus compensation calculated herein, 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.

(d)   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 Participa nts’ Bonuses for the subsequent fiscal year by amending Exhibit A attached to this Plan.

3.   PAYMENT OF BONUS.

(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, and in any event, no later than 2 ½ months after the end of the fiscal year.

(b)   If the specified bonus percentage for a Participant’s pre-tax income for any fiscal year is a negative number, no award for the fiscal year will be made.

               4.   NO FIDUCIARY RELATIONSHIP.  The Boards of Directors and the officers of FFE, Industries and Inc. shall have no duty to manage or operate in order to maximize the benefits granted to the Participants hereunder, but rather shall have full discretionary power to make all management and operational decisions based on their determination of their respective best interest.  This Plan shall not be construed to create a fiduciary relationship between such Boards or the officers of FEE, Industries or Inc. and the Participant.

5.   GOVERNING LAW.  This Plan shall be governed by and construed in accordance with the laws of the State of Texas.

6.   NO EMPLOYMENT GUARANTEE.  Nothing in this Plan shall be construed as an employment contract or a guarantee of continued employment.  The rights of any Participant shall only be those as are expressly set forth in this Plan.

                7.   ADMINISTRATION.  The Committee shall administer this Plan and shall have the authority, in its sole and absolute discretion, (a) to adopt, amend and rescind

administrative and interpretative rules and regulations relating to the Plan, (b) to determine the Participants and the terms under which they may participate in this Plan, (c) 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.

8.   TAXES.  FFE shall be entitled to deduct from amounts payable hereunder any sums required by federal, state, or local tax law to be withheld with respect to such payments.

                9.   AMENDMENT.  In addition to the amendments to this Plan contemplated by Section 2, the Board of Directors may amend or terminate this Plan in its sole discretion.

10.   GENERAL CREDITOR STATUS.  The Participants shall, in no event, be regarded as standing in any position, if at all, other than as a general creditor of FFE with respect to any rights derived from the existence of this Plan and shall receive only FFE’s unfunded and unsecured promise to pay benefits under this Plan.

11.   CAPTIONS.  The captions in this Plan are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Plan or any of the provisions hereof.

12.   SEVERABILITY.  If any provision of this Plan is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and shall not invalidate the remaining provisions of this Plan, and the remaining provisions of this Plan shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Plan.

13.   COSTS.  All expenses and costs incurred in connection with the operation of this Plan shall be borne by FFE.

 IN WITNESS WHEREOF, Frozen Food Express Industries, Inc., acting by and through its officer hereunto duly authorized, has executed this instrument, this the 18 th day of August, 2010.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

By:     /s/ Stoney M. Stubbs Jr.

Name:    Stoney M. Stubbs Jr

Date:    8/18/10

EXHIBIT  A

INCENTIVE CASH BONUS CALCULATION

Participants:   S. Russell Stubbs, President, John Hickerson, COO and John R. McManama, CFO

Pre-tax Income and Bonus Percentages Applicable to all Participants:

	Participant's
	Percentage Payout
Pre-tax Income	Pres	COO	CFO
$0	58.3%	50.0%	41.7%
$1,000,0000	70.0%	60.0%	50.0%
$2,000,0000	81.7%	70.0%	58.3%
$3,000,0000	93.3%	80.0%	66.7%
$4,000,0000	105.0%	90.0%	75.0%
$5,000,0000	116.7%	100.0%	83.3%
$6,000,0000 or greater	128.3%	110.0%	91.7%

The participant’s earned bonus percentage shall be extrapolated between the established target levels.