Exhibit
10.1


SUMMARY OF 2007 INCENTIVE
COMPENSATION PLAN


On March 28, 2007, the
Compensation Committee of the Board of Directors of Comfort Systems USA, Inc.
(the “Compensation Committee”) adopted the 2007 Incentive Compensation Plan for
Executive Officers, adjusted the Named Executive Officers salaries effective
April 1, 2007, and determined grants under the Company’s Long-term Incentive
Plan.  The Named Executive Officers are Mr. William F. Murdy, Chairman of
the Board of Directors and Chief Executive Officer; Mr. William George,
Executive Vice President and Chief Financial Officer; Mr. Thomas N. Tanner,
Executive Vice President and Chief Operating Officer; Ms. Julie S. Shaeff,
Senior Vice President and Chief Accounting Officer; and Trent T. McKenna, Vice President,
General Counsel and Secretary.


2007 Incentive Compensation Plan for Executive Officers


The plan consists of two
distinct elements.  The first element of the plan rewards the achievement
of certain EBITDA (earnings before interest, taxes, depreciation and
amortization) target thresholds as well as certain cash flow thresholds (the “Objective
Bonus”).  The second element of the plan rewards the achievement of
certain performance metrics individualized for each executive (the “Subjective
Bonus”).


For the Objective Bonus, the
Committee has set a bonus range based on a target that is correlated with the
Company’s annual EBITDA.  The range for the Objective Bonus for Messrs.
Murdy, George and Tanner will be 40 percent to 150 percent of 90 percent of their
respective annual base salaries.  For Ms. Shaeff and Mr. McKenna the range
for the Objective Bonus will be 40 percent to 150 percent of 30 percent of
their respective annual base salaries.  The Objective Bonus is zero until
a certain EBITDA threshold is met, it then scales from 40 percent to 80 percent
on a straight-line basis as it moves from 77 % of the EBITDA target to 100% of
the EBITDA target.  Should the Company’s performance exceed the EBITDA
target, it then scales from 80 percent to 150 percent on a straight-line basis
as it moves from 100% of the EBITDA target to 123% of the EBITDA target. 
With regard to the Subjective Bonus, each executive is reviewed individually
and at the sole discretion of the Committee is awarded a bonus within a set
range of potential outcomes based on a percentage of annual base salary. 
For Messrs. Murdy, George and Tanner, the range is 0 to 100 percent of 10
percent of annual base salary; for Ms. Shaeff and Mr. McKenna, the range is 0
to 100 percent of 20 percent of annual base salary.


Named Executive Officer Salary Adjustments


Effective April 1, 2007, the
Compensation Committee increased the base salary of Messrs. Murdy, George,
Tanner, McKenna and Ms. Shaeff.  Mr. Murdy’s annual base salary was
increased to $560,000.  Messrs. George’s and Tanner’s annual base salaries
were increased to $295,000.  Ms. Shaeff’s annual base salary was increased
to $195,000.  Mr. McKenna’s annual base salary was increased to
$175,000.


Long-term Incentive Plan Grants


The Committee further determined
grants under the Company’s Long-term Incentive Plan.  These grants were
determined based on the closing price of the Company’s common stock on March
28, 2007, the date the Committee met to approve the grants.  These grants
consisted of an award of restricted stock as well as a grant of options. 
The restricted stock is performance as well as longevity based; it is granted
on a three-year equal vesting schedule and vests only if the Company meets
certain EBITDA performance requirements prior to each vesting period. 
Once the performance threshold is met, the awards vest on a 











sliding scale from 0 to 100
percent of the portion of the award scheduled to vest on a straight-line
basis.  The option grants vest on a three-year schedule and are not
performance based.


The 2007 awards were granted
to the following executives for the purpose of providing an incentive for those
individuals to work for the Company’s long-term success:  Mr. Murdy was
granted 52,764 shares of restricted stock and 43,970 options.  Messrs.
George and Tanner were granted 23,163 shares of restricted stock and 19,302
options respectively.  Ms. Shaeff was granted 9,187 shares of restricted
stock and 7,655 options.  Mr. McKenna was granted 8,244 shares of
restricted stock and 6,870 options.