Exhibit 10.6


 


2006
Equity Incentive Plan


Option to Purchase:                                                      
shares


Granted to:                                                                                 


	
  

  	
   

  	
  This stock option has been granted on                             
  on behalf of

  	
   

  
	
   

  	
   

  	
  Comfort Systems USA, Inc. at the option price of $                       .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  William F. Murdy

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Executive Officer and President

  	
   

  



 




This is not a stock certificate or a negotiable instrument.  Non-Transferable.











Location:                     


Comfort
Systems USA, Inc. 2006 Equity Incentive Plan

Non-Qualified Stock Option Notice


	
  [Name]

  	
   

  	
  Grant Date:                  [Grant
  Date]

  
	
  [Address]

  	
   

  	
  Options Granted:         [Total
  Number of Options]

  
	
  [City, State Zip]

  	
   

  	
  Option Price:               [Option
  Price] 

  
	
   

  	
   

  	
  Last Date to Exercise: [                                         ]

  



 


We are pleased to inform
you that you have been granted an option to purchase Comfort Systems USA, Inc.
(the “Company”) common stock.  Your grant
has been made under the Company’s 2006 Equity 
Incentive Plan (the “Plan”), which together with the terms contained in
this Notice, sets forth the terms and conditions of your grant and is
incorporated herein by reference.  If
this is your first grant, a copy of the 2006 Equity  Incentive Plan and of the Prospectus is
enclosed.  Please review these documents
carefully.


Vesting:

Subject to the terms of the Plan, the option vests according
to the following schedule:




	
  Vesting Date

  	
   

  	
  Shares
  Vesting

  






 


Exercise:


You may exercise this
Option, in whole or in part, to purchase a whole number of vested shares at any
time, by following the exercise procedures set up by the Company.  All exercises must take place before the Last
Date to Exercise, or such earlier date as is set out in the Plan following your
death, disability or your ceasing to be an employee.  The number of shares you may purchase as of
any date cannot exceed the total number of shares vested by that date, less any
shares you have previously acquired by exercising this Option.


Employment Requirements:


The Plan sets out the
terms and conditions that govern this grant in the event of your termination of
employment, death or disability.  In the event of your separation from the Company for any reason and
under any circumstances, all further vesting of shares under this grant stops,
and all unvested shares are canceled.  As
set out in the Plan, you will have 3 months after your employment ceases or is
suspended to exercise your vested options, and in the event of your death or
total disability you or your estate will have a period of 1 year to exercise
any vested options.


Taxes and Withholding:


This option is not
intended to be an Incentive Stock Option, as defined under Section 422(b) of
the Internal Revenue Code.  Any exercise
of this option is normally a taxable event, and if the Company determines that
any federal, state, local or foreign tax or withholding payment is required relating
to the exercise or sale of shares arising from this grant, the Company shall
have the right to require such payments from you, or to withhold such amounts
from other payments due to you from the Company.