Exhibit
10.1


Description of Comfort
Systems USA, Inc. 2006 Incentive

Compensation Plan
for Executive Officers


Effective
April 1, 2006, the Compensation Committee (the “Compensation Committee”) of the
Board of Directors of Comfort Systems USA, Inc. (the “Company”) adopted the
2006 Incentive Compensation Plan for Executive Officers.  Under the plan,
the maximum bonus payable to Messrs., Murdy, George, and Tanner is 100% of
their respective base salaries, and the maximum amount payable to Ms. Shaeff is
50% of her base salary.  Messrs. Murdy, George and Tanner along with Ms.
Shaeff are named executive officers of the Company.  A portion of each
officer’s bonus is based upon a discretionary assessment of such executive’s
performance.  For Messrs. Murdy, George and Tanner, the discretionary
maximum is equal to 10% of their base salary; for Ms. Shaeff, the discretionary
maximum is equal to 20% of her base salary.  The remaining portion of each
officer’s bonus is subject to the Company achieving a minimum cash flow amount
and is then calculated based upon the Company’s earnings before interest,
taxes, depreciation and amortization.  The calculation begins once a
minimum threshold is obtained and is then proportional to the amount by which
the Company exceeds that threshold.  For Messrs. Murdy, George and Tanner,
the calculated amount is equal to up to 90% of their base salary; for Ms.
Shaeff, the calculated amount is equal to up to 30% of her base salary.


Effective April 1,
2006, the Equity Plans Committee of the Board of Directors of the Company
approved awards of restricted stock to certain executive officers (the “2006
Awards”).  The 2006 Awards were granted
pursuant to the 1997 Long-Term Incentive Plan and will vest pursuant to
the positive earning goals stated within the Restricted Stock Award Agreements
over a three year term.


The 2006 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:


	
  Name/Title

  	
   

  	
  Stock Award Amount

  
	
   

  	
   

  	
   

  
	
  William F. Murdy

  Chairman and Chief Executive Officer

  	
   

  	
  50,000

  
	
   

  	
   

  	
   

  
	
  William George, III

  Executive Vice President and Chief Financial Officer

  	
   

  	
  25,000

  
	
   

  	
   

  	
   

  
	
  Thomas N. Tanner

  Executive Vice President and Chief Operating Officer

  	
   

  	
  25,000

  
	
   

  	
   

  	
   

  
	
  Julie S. Shaeff

  Senior Vice President and Chief Accounting Officer

  	
   

  	
  5,000

  



 









 



 


The exact number
of shares of restricted stock that will be issued to each of the executive
officers listed above will depend upon whether certain  performance thresholds are achieved during
the 12-month periods preceding the scheduled vesting dates in  2006, 2007 and 2008, which vesting
percentages range from 0% to 100% of the target number of shares specified
above.


Effective April 1,
2006, the Compensation Committee increased the base salary of Messrs. Murdy,
George and Tanner and Ms. Shaeff.  Mr.
Murdy’s annual base salary was increased to $525,000.  Messrs. George’s and Tanner’s annual base
salaries were increased to $275,000.  Ms.
Shaeff’s annual base salary was increased to $180,000.