Exhibit
10.23


COMFORT SYSTEMS USA, INC.

1997 Equity Incentive Plan


Restricted Stock
Award Agreement


Julie S. Shaeff


Comfort Systems USA, Inc.

777 Post Oak Blvd, Suite 500

Houston, Texas  77056


Ladies and
Gentlemen:


The
undersigned (i) acknowledges that she has received an award (the “Award”) of
restricted stock from Comfort Systems USA, Inc., a Delaware corporation (the “Company”)
under the 1997 Equity Incentive Plan (the “Plan”), subject to the terms set
forth below and in the Plan; (ii) further acknowledges receipt of a copy of the
Plan as in effect on the date hereof; and (iii) agrees with the Company as
follows:


1.                                       Effective Date.  This Agreement shall take effect as of April
1, 2006, which is the date of grant of the Award.


2.                                       Shares Subject to Award.  The Award consists of 5,000 shares (the “Shares”)
of common stock of the Company (“Stock”). 
The undersigned’s rights to the Shares are subject to the restrictions
described in this Agreement and the Plan (which is incorporated herein by
reference with the same effect as if set forth herein in full) in addition to
such other restrictions, if any, as may be imposed by law.


3.                                       Meaning of Certain Terms.  Except as otherwise expressly provided, all
terms used herein shall have the same meaning as in the Plan.  The term “vest” as used herein with respect
to any Share means the lapsing of the restrictions described herein and in the
Plan with respect to such Share.


4.                                       Nontransferability of Shares.  The Shares acquired by the undersigned
pursuant to this Agreement shall not be sold, transferred, pledged, assigned or
otherwise encumbered or disposed of except as provided below and in the Plan.


5.                                       Forfeiture Risk.  Except as provided in Section 7(b) of this
Agreement, if the undersigned ceases to be employed by the Company and its
subsidiaries for any reason, including death, any then unvested Shares acquired
by the undersigned hereunder shall be immediately forfeited.  The undersigned hereby (i) appoints the
Company as the attorney-in-fact of the undersigned to take such actions as may
be necessary or appropriate to effectuate a transfer of the record ownership of
any such shares that are unvested and forfeited hereunder, (ii) agrees to
deliver to the Company, as a precondition to the issuance of any certificate or
certificates with respect to unvested Shares hereunder, one or more stock
powers, endorsed in blank, with respect to such Shares, and (iii) agrees to
sign such other powers and 











take such other actions as the Company may reasonably
request to accomplish the transfer or forfeiture of any unvested Shares that
are forfeited hereunder.


6.                                       Retention of Certificates.  Any certificates representing unvested Shares
shall be held by the Company.  The
undersigned agrees that the Company may give stop transfer instructions to the
depository to ensure compliance with the provisions hereof.


7.                                       Vesting of Shares.  The shares acquired hereunder shall vest in
accordance with the provisions of this Paragraph 7 and applicable provisions of
the Plan, as follows:


(a)                                  If
the Committee determines that for any of the 12-month periods prior to the date
that such restricted shares are scheduled to vest under Provision 7(b) herein
the Company did not achieve 60% of the average 3-year trailing EBITDA target
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 scheduled to vest.  If in the prior 12-month period, the Company
achieved between 60% to 80% of the average 3-year trailing EBITDA target 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 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 immediately vest.


(b)                                 If
and only if the positive earnings goal in Section 7(a) has been achieved, and
provided that 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:


1,666 Shares on May 15,
2007;


an additional 1,667 Shares
on April 1, 2008; and


an additional 1,667
Shares on April 1, 2009;


provided, however, that, not
withstanding (a) or (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 the Employment Agreement dated December 1, 2003 between the
undersigned and the Company (the “Employment Agreement”).


8.                                       Legend.  Any certificates representing unvested Shares
shall be held by the Company, and any such certificate shall contain a legend
substantially in the following form:











THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES
OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE COMPANY’S 1997 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK
AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND COMFORT SYSTEMS
USA, INC.  COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF COMFORT SYSTEMS USA, INC.


As soon as practicable
following the vesting of any such Shares the Company shall cause a certificate
or certificates covering such Shares to be delivered to the undersigned.


9.                                       Dividends, etc..  The undersigned shall be entitled to (i)
receive any and all dividends or other distributions paid with respect to those
Shares of which she is the record owner on the record date for such dividend or
other distribution, and (ii) vote any Shares of which she is the record owner
on the record date for such vote; provided, however,
that any property (other than cash) distributed with respect to a share of
Stock (the “associated share”) acquired hereunder, including without limitation
a distribution of Stock by reason of a stock dividend, stock split or
otherwise, or a distribution of other securities with respect to an associated
share, shall be subject to the restrictions of this Agreement in the same
manner and for so long as the associated share remains subject to such
restrictions, and shall be promptly forfeited to the Company if and when the
associated share is so forfeited;  and further provided, that the
Administrator may require that any cash distribution with respect to the Shares
other than a normal cash dividend be placed in escrow or otherwise made subject
to such restrictions as the Administrator deems appropriate to carry out the
intent of the Plan.  References in this
Agreement to the Shares shall refer, mutatis mutandis,
to any such restricted amounts.


10.                                 Sale of Vested Shares.  The undersigned understands that she will
be free to sell any Share once it has vested, subject to (i) satisfaction of
any applicable tax withholding requirements with respect to the vesting or
transfer of such Share; (ii) the completion of any administrative steps
(for example, but without limitation, the transfer of certificates) that the Company
may reasonably impose; and (iii) applicable company policies and the
requirements of federal and state securities laws.


11.                                 Certain Tax Matters.  The undersigned expressly acknowledges the
following:


a.                                       The
undersigned has been advised to confer promptly with a professional tax advisor
to consider whether the undersigned should make a so-called “83(b) election”
with respect to the Shares.  Any such
election, to be effective, must be made in accordance with applicable
regulations and within thirty (30) days following the date of this award.  The Company has made no recommendation to the
undersigned with respect to the advisability of making such an election.











b.                                      The
award or vesting of the Shares acquired hereunder, and the payment of dividends
with respect to such shares, may give rise to “wages” subject to
withholding.  The undersigned expressly
acknowledges and agrees that her rights hereunder are subject to her paying to
the Company in cash (or by such other means as may be acceptable to the Company
in its discretion, including, if the Committee so determines, by the delivery
of previously acquired Stock or shares of Stock acquired hereunder or by the
withholding of amounts from any payment hereunder) all taxes required to be
withheld in connection with such award, vesting or payment.


	
  

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
      /s/ Julie S. Shaeff

  	
   

  
	
   

  	
  Julie S. Shaeff

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The foregoing Restricted Stock

  
	
  Award Agreement is hereby accepted:

  
	
  COMFORT SYSTEMS USA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
         /s/
  William F. Murdy

  	
   

  
	
   

  	
  Chairman of the Board and
  Chief Executive Officer