Exhibit 10.18


 


COMFORT
SYSTEMS USA, INC.


2000
Equity Incentive Plan


 


Restricted Stock Award Agreement


Julie Shaeff


Comfort Systems USA, Inc.


777 Post Oak Blvd, 5th Floor


Houston, TX 
77056


 


Ladies and Gentlemen:


 


The undersigned (i)
acknowledges that he has
received an award (the “Award”) of restricted stock from Comfort Systems USA,
Inc., a Delaware corporation (the “Company”) under the 2000 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 June
8, 2004, which is the date of grant of the Award.


 


2.     Shares Subject to Award.  The Award consists of 15,000
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 the
period from July 1, 2004 through June 30, 2005, 
the Company did not have positive earnings from its continuing
operations, all as determined and reported in accordance with generally
accepted accounting principles in the Company’s regularly prepared financial
statements, Employee shall immediately and irrevocably forfeit all of the
Shares.


 


(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:


 


3,750
Shares on August 5, 2005;


 


an
additional 3,750 Shares on June 8, 2006;


 


an
additional 3,750 Shares on June 8, 2007; and


 


an
additional 3,750 Shares on June 8, 2008.


 


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”) or (ii) the
termination by the Company of executive without cause as defined in 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 2000 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 


 


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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 he is the record owner on the record date for such dividend or
other distribution, and (ii) vote any Shares of which he 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 he 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 his rights
hereunder are subject to his 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 


 


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any
payment hereunder) all taxes required to be withheld in connection with such
award, vesting or payment.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Julie Shaeff

  	
   

  
	
   

  	
  Julie Shaeff

  



 


 


The foregoing Restricted Stock

Award Agreement is hereby accepted:


COMFORT SYSTEMS USA, INC.


 


 


	
  By:

  	
   

  	
  /s/ William F. Murdy

  	
   

  
	
   

  	
  William F. Murdy

  
	
   

  	
  Chief Executive Officer

  



 


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