First Amendment to Employment Agreement btwn Goodman & Lawrence Blackburn



 Exhibit 10.15 
 Execution Copy 
 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT 
 This First Amendment to the Employment Agreement, dated as of February 6, 2006, and effective only upon the date of the consummation of the
first public underwritten offering of equity securities by Goodman Global, Inc., a Delaware corporation (the “Company”), pursuant to an effective registration statement filed by the Company with the United States Securities and
Exchange Commission (other than on Forms S-4 or S-8 or successors to such forms), is made by and between Company, and Lawrence M. Blackburn (the “Executive”). 
 WHEREAS, the Executive entered that certain Employment Agreement (as amended and restated as of December 23, 2004, the “Employment
Agreement”); 
 WHEREAS, the Company and the Executive have mutually agreed that it is in their best interest to amend the
Employment Agreement pursuant to the terms set forth herein. 
 NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree that, effective as of the date hereof, the Employment Agreement is hereby amended as follows: 
 1. Section 5(b)(i) of the Employment Agreement shall be amended to read in its entirety as follows: 
  

	 	(i)	 Pay to the Executive an amount (the “Severance Amount”) equal to the product of (A) the sum of (1) his then current his Annual Base
Salary and (2) his target annual bonus, as described in Section 3(b)(ii), as in effect on the Date of Termination and (B) two, in equal monthly installments, in accordance with the Company’s customary payroll practices,
during the period beginning on the Date of Termination and ending on the second anniversary of the Date of Termination; provided, however, no such payment shall be made following the first date that the Executive violates any covenant
contained in Section 6, or 7 (and, if applicable, has failed to cure such violation within the cure period set forth in Section 8); and, provided, further, that, if the Board (or its delegate) determines that
the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code as of the Date of Termination and that Section 409A of the Internal Revenue Code applies with respect to a payment
to the Executive pursuant to this Section 5(b), one quarter of the Severance Amount shall be paid in a cash lump-sum on the six month anniversary of the Date of Termination (plus interest at the short-term applicable federal rate
compounded semi-annually on all amounts to accrue from the date such payment would have been made but for the application of this proviso through the date of payment), with the other three quarters of the Severance Amount payable to the Executive in
accordance with the Company’s customary payroll practices in equal monthly installments during the period beginning on the six-month anniversary of the Date of Termination and ending on the second anniversary of the Date of Termination (but in
no event shall any such amount be payable following the first date that the Executive violates any covenant contained in Section 6, or 7 (and, if 











	 	 
applicable, has failed to cure such violation within the cure period set forth in Section 8)). Notwithstanding the foregoing, if Executive’s
Date of Termination is on or after a Change in Control and prior to the second anniversary of such Change in Control, then in lieu of continuing such payments of base salary and target annual bonus, the Company shall pay Executive an amount equal to
two times his base salary (as described in Section 3(a)) plus an amount equal to two times his target annual bonus as in effect on the Date of Termination in a single lump sum within 30 days of the Date of Termination (or the first date
that such amount may be paid without incurring any penalty tax pursuant to Section 409A of the Internal Revenue Code, if later; provided, that in the event that such payment is so delayed, the payment shall include interest on such lump sum
from such 30th day until the date of payment at the short-term applicable federal rate compounded semi-annually).



 2. A new Section 23 shall be added to the Severance Agreement shall to read in its entirety as follows: 
 23. Section 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in
accordance with, and incorporate the terms and conditions required by, Section 409A of the Internal Revenue Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to
the Executive under Section 409A of the Internal Revenue Code and related Department of Department of Treasury guidance, the Company and Executive shall cooperate in good faith to adopt such amendments to this Agreement and appropriate policies
and procedures, including amendments and policies with retroactive effect, that they mutually determine necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, preserve the economic benefits of
this Agreement and avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as mutually determined necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the
Internal Revenue Code or to comply with the requirements of Section 409A of the Internal Revenue Code and thereby avoid the application of penalty taxes under such Section. 
 * * * * * 
 [signature page follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment to the Employment
Agreement as of the day and year first above written. 
  

	
	 EXECUTIVE

	
	/s/ Lawrence M. Blackburn
	Lawrence M. Blackburn


  

			
	GOODMAN GLOBAL, INC.
	
	 /s/ Charles A. Carroll

	By:	 	Charles A. Carroll
	Its:	 	President and Chief Executive Officer

  

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