Common use of Vesting of Shares Clause in Contracts

Vesting of Shares. The Shares acquired hereunder shall vest in accordance with the provisions of this Section 7 and applicable provisions of the Plan, as follows: (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) herein, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares scheduled to vest on such date with no consideration due to Employee. (iii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares proportionately based on a scale where 60% or less equals 0% of Shares retained by Employee and 80% or greater equals 100% of Shares retained by Employee; and all Shares not forfeited pursuant to the aforementioned scale shall vest on such vesting date. (b) Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that Employee is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] on May 15, 2011; [1/3 of NUMBER] on April 1, 2012; and [1/3 of NUMBER] on April 1, 2013. provided, however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employee’s change in control agreement, if any, with the Company, or (ii) if Employee and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The Shares shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (ia) If the Committee determines that, for the prior 12-12 month period preceding the first scheduled vesting date set forth in Section 7(b) hereindate, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-regularly prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If Shares. Additionally, if the Committee determines that for any of the 12-12 month period periods prior to the date that such Shares restricted shares are scheduled to vest under Section Provision 7(b) herein the Company’s prior 36-month performance Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares shares scheduled to vest on such date with no consideration due to Employee. (iii) vest. If in the Committee determines that for prior 12 month period, the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance Company achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares shares proportionately based on a scale where 60% or less equals 0% of Shares shares retained by Employee and 80% or greater equals 100% of Shares shares retained by Employee; and all Shares shares not forfeited pursuant to the aforementioned scale shall vest on such vesting dateimmediately vest. (b) Subject to If and only if the positive earnings goal in Section 7(a) above and Sections 7(c) and 7(d) belowhas been achieved, and provided that Employee the undersigned is then, and since the date of grant has continuously been, been employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] 16,666 Shares on May 15, 20112007; [1/3 of NUMBER] an additional 16,667 Shares on April 1, 20122008; and [1/3 of NUMBER] an additional 16,667 Shares on April 1, 2013. 2009; provided, however, that, not withstanding anything to the contrary in Section 7(a(a) above or this Section 7(b)(b) above, any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employee’s change in control agreementthe Employment Agreement dated June 27, if any, with 2000 between the Company, or (ii) if Employee undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above“Employment Agreement”). (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The Shares shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) hereindate, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s 's regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to EmployeeShares. (ii) If the Committee determines that for any of the 12-month period periods prior to the date that such Shares restricted shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Compensation Committee under the average of the Company’s 's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares shares scheduled to vest on such date with no consideration due to Employeevest. (iii) If the Committee determines that for in the 12-month period prior to the preceding a scheduled vesting date that such Shares are scheduled to vest under Section 7(b) herein ), the Company’s prior 36-month performance Company achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Compensation Committee under the average of the Company’s 's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares shares proportionately based on a scale where 60% or less equals 0% of Shares shares retained by Employee and 80% or greater equals 100% of Shares shares retained by Employee; and all Shares shares not forfeited pursuant to the aforementioned scale shall vest on such vesting date. (b) Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that Employee the undersigned is then, and since the date of grant has continuously been, been employed by the Company or its subsidiaries, then the Shares shall vest as follows: on [1/3 of NUMBER] on May 15, 2011DATE]; [1/3 of NUMBER] on April 1, 2012[DATE]; and [1/3 of NUMBER]; and on [DATE] on April 1, 2013[1/3 of NUMBER]. provided, however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “"Change in Control,” " as defined in Employee’s the undersigned's change in control agreement, if any, with the Company, or (ii) if Employee the undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a “"Change in Control” " as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee the undersigned retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee the undersigned shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares shares vesting on any date pursuant to this Award, and may cause any unvested Shares shares under this Award to be forfeited, based on the individual performance of Employee the undersigned as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performancethe performance of the undersigned.

Vesting of Shares. The Shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) herein, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares scheduled to vest on such date with no consideration due to Employee. (iii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares proportionately based on a scale where 60% or less equals 0% of Shares retained by Employee and 80% or greater equals 100% of Shares retained by Employee; and all Shares not forfeited pursuant to the aforementioned scale shall vest on such vesting date. (b) Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that Employee the undersigned is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] on May 15, 20112009; [1/3 of NUMBER] on April 1, 20122010; and [1/3 of NUMBER] on April 1, 2013. 2011; provided, however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employeethe undersigned’s change in control agreement, if any, with the Company, or (ii) if Employee the undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee the undersigned retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee the undersigned shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares shares vesting on any date pursuant to this Award, and may cause any unvested Shares shares under this Award to be forfeited, based on the individual performance of Employee the undersigned as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performancethe performance of the undersigned.

Vesting of Shares. The Shares shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (ia) If the Committee determines that, for the prior 12-12 month period preceding the first scheduled vesting date set forth in Section 7(b) hereindate, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-regularly prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If Shares. Additionally, if the Committee determines that for any of the 12-12 month period periods prior to the date that such Shares restricted shares are scheduled to vest under Section Provision 7(b) herein the Company’s prior 36-month performance Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares shares scheduled to vest on such date with no consideration due to Employee. (iii) vest. If in the Committee determines that for prior 12 month period, the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance Company achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares shares proportionately based on a scale where 60% or less equals 0% of Shares shares retained by Employee and 80% or greater equals 100% of Shares shares retained by Employee; and all Shares shares not forfeited pursuant to the aforementioned scale shall vest on such vesting dateimmediately vest. (b) Subject to If and only if the positive earnings goal in Section 7(a) above and Sections 7(c) and 7(d) belowhas been achieved, and provided that Employee the undersigned is then, and since the date of grant has continuously been, been employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] 8,333 Shares on May 15, 20112007; [1/3 of NUMBER] an additional 8,333 Shares on April 1, 20122008; and [1/3 of NUMBER] an additional 8,334 Shares on April 1, 2013. 2009; provided, however, that, not withstanding anything to the contrary in Section 7(a(a) above or this Section 7(b)(b) above, any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employee’s change in control agreementthe Employment Agreement dated June 14, if any, with 2002 between the Company, or (ii) if Employee undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above“Employment Agreement”). (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The Shares shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (ia) If the Committee determines that, for the prior 12-12 month period preceding the first scheduled vesting date set forth in Section 7(b) hereindate, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-regularly prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If Shares. Additionally, if the Committee determines that for any of the 12-12 month period periods prior to the date that such Shares restricted shares are scheduled to vest under Section Provision 7(b) herein the Company’s prior 36-month performance Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares shares scheduled to vest on such date with no consideration due to Employee. (iii) vest. If in the Committee determines that for prior 12 month period, the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance Company achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares shares proportionately based on a scale where 60% or less equals 0% of Shares shares retained by Employee and 80% or greater equals 100% of Shares shares retained by Employee; and all Shares shares not forfeited pursuant to the aforementioned scale shall vest on such vesting dateimmediately vest. (b) Subject to If and only if the positive earnings goal in Section 7(a) above and Sections 7(c) and 7(d) belowhas been achieved, and provided that Employee the undersigned is then, and since the date of grant has continuously been, been employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] 8,333 Shares on May 15, 20112007; [1/3 of NUMBER] an additional 8,333 Shares on April 1, 20122008; and [1/3 of NUMBER] an additional 8,334 Shares on April 1, 2013. 2009; provided, however, that, not withstanding anything to the contrary in Section 7(a(a) above or this Section 7(b)(b) above, any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employee’s change in control agreementthe Employment Agreement dated December 1, if any, with 2003 between the Company, or (ii) if Employee undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above“Employment Agreement”). (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The Shares shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (ia) If the Committee determines that, for the prior 12-12 month period preceding the first scheduled vesting date set forth in Section 7(b) hereindate, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s 's regularly-prepared financial statements, excluding the following non-cash items: (Ai) good will impairment; (Bii) write-off of debt costs; (Ciii) restructuring charges; and (Div) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If Shares. Additionally, if the Committee determines that for any of the 12-12 month period periods prior to the date that such Shares restricted shares are scheduled to vest under Section Provision 7(b) herein the Company’s prior 36-month performance Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Compensation Committee under the average of the Company’s 's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares shares scheduled to vest on such date with no consideration due to Employee. (iii) vest. If in the Committee determines that for prior 12 month period, the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance Company achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Compensation Committee under the average of the Company’s 's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares shares proportionately based on a scale where 60% or less equals 0% of Shares shares retained by Employee and 80% or greater equals 100% of Shares shares retained by Employee; and all Shares shares not forfeited pursuant to the aforementioned scale shall vest on such vesting dateimmediately vest. (b) Subject to If and only if the positive earnings goal in Section 7(a) above and Sections 7(c) and 7(d) belowhas been achieved, and provided that Employee the undersigned is then, and since the date of grant has continuously been, been employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBEROF AMOUNT] on May 15, 2011[FIRST VEST DATE]; [1/3 of NUMBEROF AMOUNT] on April 1, 2012[SECOND VEST DATE]; and [1/3 of NUMBEROF AMOUNT] on April 1, 2013[THIRD VEST DATE]. provided, however, that, not withstanding anything to the contrary in Section 7(a(a) above or this Section 7(b)(b) above, any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “"Change in Control,” " as defined in Employee’s change in control agreement, if any, with the Company, undersigned's current employment agreement or (ii) if Employee the undersigned and Company have not entered into a change in control an employment agreement, in the event the Company experiences a “"Change in Control” " as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The This Option shall be exercisable as it vests. (a) Subject to the terms and conditions of this Agreement, this Option shall become exercisable as to portions of the Shares acquired hereunder as follows: (a) this Option shall not be exercisable with respect to any of the Shares until the 3-month anniversary of the Date of Grant (the “First Vesting Date”); (b) if Optionee has continuously provided services to the Company, or any parent or subsidiary of the Company, at all times during the time period beginning on the Date of Grant and ending on the First Vesting Date, then on the First Vesting Date, this Option shall become exercisable as to 1/16th of the Shares; and (c) thereafter this Option shall become exercisable as to an additional 1/16th of the Shares upon each 3-month anniversary of the First Vesting Date; provided that Optionee has continuously provided services to the Company, or any parent or subsidiary of the Company, during the relevant year; and provided further that this Option shall cease to vest in accordance upon Optionee’s termination of employment with the provisions Company. However, if the Company undergoes a Change of this Section 7 and applicable provisions of the Plan, as follows: Control (i) If before the Committee determines thatone (1) year anniversary of the Start Date, for fifty percent (50%) of the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) herein, the Company did not have positive earnings unvested Shares subject to this Option will immediately vest and become exercisable or released from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-prepared financial statementsrepurchase or reacquisition right, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If if the Committee determines that for Company undergoes a Change of Control on or after the 12-month period prior one (1) year anniversary of the Start Date, one hundred percent (100%) of the unvested Shares subject to the date that such Shares are scheduled to this Option will immediately vest under Section 7(b) herein and become exercisable or released from the Company’s prior 36-month performance did not achieve 60% repurchase or reacquisition right. The Optionee shall in no event be entitled under this Option to purchase a number of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average shares of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of Common Stock greater than the Shares scheduled to vest on such date with no consideration due to Employee“Total Option Shares. (iii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares proportionately based on a scale where 60% or less equals 0% of Shares retained by Employee and 80% or greater equals 100% of Shares retained by Employee; and all Shares not forfeited pursuant to the aforementioned scale shall vest on such vesting date. (b) Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that Employee is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] on May 15, 2011; [1/3 of NUMBER] on April 1, 2012; and [1/3 of NUMBER] on April 1, 2013. provided, however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employee’s change in control agreement, if any, with the Company, or (ii) if Employee and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.”

Vesting of Shares. The Shares acquired hereunder shall vest in accordance with the provisions of this Section 7 and applicable provisions of the Plan, as follows: (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) herein, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares scheduled to vest on such date with no consideration due to Employee. (iii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares proportionately based on a scale where 60% or less equals 0% of Shares retained by Employee and 80% or greater equals 100% of Shares retained by Employee; and all Shares not forfeited pursuant to the aforementioned scale shall vest on such vesting date. (b) Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that Employee is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBERNumber] on May 15, 2011[2010]; [1/3 of NUMBERNumber] on April 1, 2012[2011]; and [1/3 of NUMBERNumber] on April 1, 2013[2012]. provided, however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employee’s change in control agreement, if any, with the Company, or (ii) if Employee and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The Shares acquired hereunder shall vest in accordance with the provisions of this Section 7 and applicable provisions of the Plan, as follows: (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) herein, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (ii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares scheduled to vest on such date with no consideration due to Employee. (iii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares proportionately based on a scale where 60% or less equals 0% of Shares retained by Employee and 80% or greater equals 100% of Shares retained by Employee; and all Shares not forfeited pursuant to the aforementioned scale shall vest on such vesting date. (b) Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that Employee is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER#####] on May 15, 2011[####]; [1/3 of NUMBER#####] on April 1, 2012[####]; and [1/3 of NUMBER#####] on April 1, 2013[####]. provided, however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employee’s change in control agreement, if any, with the Company, or (ii) if Employee and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The Shares shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) herein, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to Employee. (iia) If the Committee determines that for any of the 12-month period periods prior to the date that such Shares restricted shares are scheduled to vest under Section Provision 7(b) herein the Company’s prior 36-month performance Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s 's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares shares scheduled to vest on such date with no consideration due to Employee. (iii) vest. If in the Committee determines that for the prior 12-month period prior to period, the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance Company achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee for full award of bonuses under the average of the Company’s 's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares shares proportionately based on a scale where 60% or less equals 0% of Shares shares retained by Employee and 80% or greater equals 100% of Shares shares retained by Employee; and all Shares shares not forfeited pursuant to the aforementioned scale shall vest on such vesting dateimmediately vest. (b) Subject to If and only if the positive earnings goal in Section 7(a) above and Sections 7(c) and 7(d) belowhas been achieved, and provided that Employee the undersigned is then, and since the date of grant has continuously been, been employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] 2,500 shares on May 15, 20112007; [1/3 of NUMBER] an additional 2,500 shares on April 1, 20122008; and [1/3 of NUMBER] an additional 2,500 shares on April 1, 2013. 2009; provided, however, that, not withstanding anything to the contrary in Section 7(a(a) above or this Section 7(b)(b) above, any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “"Change in Control,” " as defined in Employee’s change in control agreementthe Employment Agreement dated July 1, if any, with 2004 between the Company, or (ii) if Employee undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above"Employment Agreement"). (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares vesting on any date pursuant to this Award, and may cause any unvested Shares under this Award to be forfeited, based on the individual performance of Employee as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performance.

Vesting of Shares. The Shares shares acquired hereunder shall vest in accordance with the provisions of this Section Paragraph 7 and applicable provisions of the Plan, as follows: (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date set forth in Section 7(b) hereindate, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting principles in the Company’s regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares with no consideration due to EmployeeShares. (ii) If the Committee determines that for any of the 12-month period periods prior to the date that such Shares restricted shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Compensation Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the Shares shares scheduled to vest on such date with no consideration due to Employee. (iii) If the Committee determines that for the 12-month period prior to the date that such Shares are scheduled to vest under Section 7(b) herein the Company’s prior 36-month performance achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Committee under the average of the Company’s prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit Shares proportionately based on a scale where 60% or less equals 0% of Shares retained by Employee and 80% or greater equals 100% of Shares retained by Employee; and all Shares not forfeited pursuant to the aforementioned scale shall vest on such vesting datevest. (b) Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that Employee the undersigned is then, and since the date of grant has continuously been, been employed by the Company or its subsidiaries, then the Shares shall vest as follows: [1/3 of NUMBER] on May 15, 2011DATE]; [1/3 of NUMBER] on April 1, 2012[DATE]; and [1/3 of NUMBER]; and on [DATE] on April 1, 2013[1/3 of NUMBER]. providedprovided , however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a “Change in Control,” as defined in Employeethe undersigned’s change in control agreement, if any, with the Company, or (ii) if Employee the undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a “Change in Control” as defined herein. (c) Notwithstanding anything to the contrary in Section 7(b) above, if Employee the undersigned retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, Employee the undersigned shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement. The number of Shares that vest will in all cases be determined in accordance with the provisions of Section 7(a) above. (d) Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of Shares shares vesting on any date pursuant to this Award, and may cause any unvested Shares shares under this Award to be forfeited, based on the individual performance of Employee the undersigned as compared with specific individual goals, which may be based on objective or nonobjective factors related to Employee’s performancethe performance of the undersigned.