Exhibit 10.10


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (this “AGREEMENT”) by and
among COMFORT SYSTEMS USA (TEXAS), L.P., a
Texas limited partnership (the “COMPANY”), and JULIE SHAEFF (“EMPLOYEE”)
is hereby entered into and effective as of the 1st day of December,
2003.


 


R E C I
T A L S


 


A.            The Company is engaged
primarily in the heating, ventilation, air conditioning, plumbing, mechanical
contracting, specialty fabrication, electrical, fire protection and process
piping industry.


 


B.            Company desires to
employ Employee hereunder in a confidential relationship wherein Employee, in
the course of her employment, will become familiar with and aware of
information as to the Company’s customers, specific manner of doing business,
processes, techniques and trade secrets and future plans with respect thereto,
all of which have been and will be established and maintained at great expense
to the Company, which information is a trade secret and constitutes the
valuable good will of the Company; and


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth herein, it is hereby agreed as follows:


 


A G R E
E M E N T S


 


1.             EMPLOYMENT AND
DUTIES.


 


(a) Company hereby employs Employee to serve as
Controller and Vice President of the Company. As such, Employee shall have
responsibilities, duties and authority customarily accorded to and expected of
an officer holding such position directly with the Company. Employee hereby
accepts this employment upon the terms and conditions herein contained and agrees
to devote her full time, attention and efforts to promote and further the
business of Company.


 


(b) Employee shall faithfully adhere to, execute and
fulfill all policies established by Company from time to time.


 


2.             COMPENSATION. For all
services rendered by Employee, Company shall compensate Employee as follows:


 


(a)           BASE
SALARY.  Effective as of the Effective
Date, the base salary payable to Employee shall be $140,000 per year, payable
on a regular basis in accordance with Company’s standard payroll procedures but
not less frequently than monthly. On at least an annual basis, Company will
review Employee’s performance and 


 


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may, in its sole discretion, (i) make increases to
such base salary; (ii) pay a performance bonus; or (iii) recommend Employee for
the grant of Company stock options.


 


(b)           EMPLOYEE PERQUISITES, BENEFITS AND OTHER
COMPENSATION. Employee shall be entitled to receive additional benefits and
compensation from Company in such form and to such extent as specified below:


 


(i)            Coverage,
subject to contributions required of executives of the Company generally, for
Employee and her dependent family members under health, hospitalization,
disability, dental, life and other insurance plans that Company may have in
effect from time to time.  Benefits
provided to Employee under this clause (i) shall be equal to such benefits
provided to other Company employees of the same level.


 


(ii)           Reimbursement
for all business travel and other out-of-pocket expenses reasonably incurred by
Employee in the performance of services pursuant to this Agreement.  All reimbursable expenses shall be
appropriately documented in reasonable detail by Employee upon submission of
any request for reimbursement, and in a format and manner consistent with
Company’s expense reporting policy.


 


(iii)          Company
shall provide Employee with other employee perquisites as may be available to
or deemed appropriate for Employee by Company and participation in all other
Company-wide employee benefits as are available from time to time.


 


3.             NONCOMPETITION
AGREEMENT.


 


(a) Employee shall not, during the term of her
employment hereunder, be engaged in any other business activity pursued for
gain, profit or other pecuniary advantage if such activity interferes with
Employee’s duties and responsibilities hereunder. The foregoing limitations
shall not be construed as prohibiting Employee from making personal investments
in such form or manner as will neither require her services in the operation or
affairs of the companies or enterprises in which such investments are made nor
violate the terms of this paragraph 3. 
Employee will not, during the period of her employment by or with
Company, and for a period of two (2) years immediately following the termination
of her employment under this Agreement, except as provided below, directly or
indirectly, for herself or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business of whatever
nature:


 


(i)            engage, as
an officer, director, shareholder, owner, partner, joint venturer, or in a
managerial capacity, whether as an employee, independent contractor, consultant
or advisor, or as a sales representative, in any business in direct competition
with Company or any of its subsidiaries and affiliates within 100 miles of
where the Company or any of its subsidiaries and affiliates conduct business,
including any territory serviced by the Company or any of such subsidiaries
(the “TERRITORY”);


 


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(ii)           call upon
any person who is, at that time, an employee of Company or any of its
subsidiaries or affiliates sales or managerial capacity for the purpose or with
the intent of enticing such employee away from or out of the employ of Company
or any of its subsidiaries or affiliates or any its subsidiaries or affiliates;


 


(iii)          call
upon any person or entity which is, at that time, or which has been, within one
(1) year prior to that time, a customer of the Company or any of its subsidiaries
or affiliates for the purpose of soliciting or selling products or services in
direct competition with the Company or any of its subsidiaries or affiliates;
or


 


(iv)          call upon
any prospective acquisition candidate, on Employee’s own behalf or on behalf of
any competitor, which candidate was, to Employee’s actual knowledge after due
inquiry, either called upon by Company or any of its subsidiaries or affiliates
or for which Employee participated in an acquisition analysis for the purpose
of acquiring such entity or all or substantially all of such entity’s assets.


 


Notwithstanding the above, the foregoing covenant
shall not be deemed to prohibit Employee from acquiring as a passive investment
not more than two percent (2%) of the capital stock of a competing business the
stock of which is traded on a national securities exchange or on an over-the
-counter or similar market.


 


(b) Because of the difficulty of measuring economic
losses to Company or any of its subsidiaries or affiliates as a result of a
breach of the foregoing covenant, and because of the immediate and irreparable
damage that could be caused to Company or any of its subsidiaries or affiliates
for which they would have no other adequate remedy, Employee agrees that the
foregoing covenant may be enforced by Company or any of its subsidiaries or
affiliates in the event of breach or threatened breach by Employee, by
injunctions, restraining orders and other appropriate equitable relief.


 


(c) It is agreed by the parties that the foregoing covenants
in this paragraph 3 impose a reasonable restraint on Employee in light of the
activities and business of the Company on the date of the execution of this
Agreement and the current plans of the Company or any of its subsidiaries or
affiliates; but it is also the intent of the Company and Employee that such
covenants be construed and enforced in accordance with the changing activities,
business and locations of the Company or any of its subsidiaries or affiliates
throughout the term of this covenant, whether before or after the date of
termination of the employment of Employee. For example, if, during the term of
this Agreement, the Company or any of its subsidiaries or affiliates engages in
new and different activities, enters a new business or establishes new
locations for its current activities or business in addition to or other than
the activities or business enumerated under the Recitals above or the locations
currently established therefor, then Employee will be precluded from soliciting
the customers or Employees of such new activities or business or from such new
location and from directly competing with such new business within 100 miles of
its then-established operating location(s) through the term of this covenant.


 


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It is further agreed by the parties hereto that, in
the event that Employee shall cease to be employed hereunder, and shall enter
into a business or pursue other activities not in competition with the Company
or any of its subsidiaries or affiliates, or similar activities or business in
locations the operation of which, under such circumstances, does not violate
clause (i) of paragraph 3(a), Employee shall not be chargeable with a violation
of this paragraph 3 if the Company or any of its subsidiaries or affiliates
shall thereafter enter the same, similar or a competitive (i) business, (ii)
course of activities or (iii) location, as applicable.


 


(d) The covenants in this paragraph 3 are severable
and separate, and the unenforceability of any specific covenant shall not
affect the provisions of any other covenant. 
Moreover, in the event any court of competent jurisdiction shall
determine that the scope, time or territorial restrictions set forth herein are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which the court deems reasonable, and this
Agreement shall thereby be reformed.


 


(e) All of the covenants in this paragraph 3 shall be
construed as an agreement independent of any other provision in this Agreement,
and the existence of any claim or cause of action of Employee against Company
or any of its subsidiaries or affiliates, whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by Company or
any of its subsidiaries or affiliates of such covenants. It is specifically
agreed that the period of two (2) years following termination of employment
stated at the beginning of this paragraph 3, during which the agreements and
covenants of Employee made in this paragraph 3 shall be effective, shall be
computed by excluding from such computation any time during which Employee is
in violation of any provision of this paragraph 3.


 


4.             PLACE OF PERFORMANCE;
RELOCATION RIGHTS.


 


(a) Employee understands that she may be requested by
Company or any of its subsidiaries or affiliates to relocate from her present
residence to another geographic location in order to more efficiently carry out
her duties and responsibilities under this Agreement or as part of a promotion
or other increase in duties and responsibilities. In such event, if Employee
agrees to relocate, Company or any of its subsidiaries or affiliates will pay
all relocation costs to move Employee, her immediate family and their personal
property and effects. Such costs may include, by way of example, but are not
limited to, pre-move visits to search for a new residence, investigate schools
or for other purposes; temporary lodging and living costs prior to moving into
a new permanent residence; duplicate home carrying costs; all closing costs on
the sale of Employee’s present residence and on the purchase of a comparable
residence in the new location; and added income taxes that Employee may incur
if any relocation costs are not deductible for tax purposes. The general intent
of the foregoing is that Employee shall not personally bear any out-of-pocket
cost as a result of the relocation, with an understanding that Employee will
use her best efforts to incur only those costs which are reasonable and
necessary to effect a smooth, efficient and orderly relocation with minimal
disruption to the business affairs of Company or any of its subsidiaries or
affiliates and the personal life of Employee and her family.


 


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(b) Notwithstanding the above, if Employee is
requested by Company to relocate her primary residence and Employee refuses,
such refusal shall not constitute “CAUSE” for termination of this Agreement
under the terms of paragraph 5(a)(iii).


 


5.             TERM; TERMINATION;
RIGHTS ON TERMINATION.


 


(a) TERM. The term of
this Agreement shall begin on the date hereof and continue for two (2) years
(the “INITIAL TERM”) unless terminated sooner as herein provided, and shall
automatically renew after the Initial Term on a year-to-year basis on the same
terms and conditions contained herein in effect as of the time of renewal
unless the Company notifies Employee at least 60 days prior to such expiration
(the “TERM”). This Agreement and Employee’s employment may be terminated in any
one of the following ways:


 


(i)          TERMINATION
AS A RESULT OF THE EMPLOYEE’S DEATH. The death of Employee shall immediately
terminate this Agreement and upon such termination Employee’s Estate shall
receive from the Company, in a lump-sum payment, the base salary at the rate
then in effect for one (1) year, provided, however, that such lump-sum payment
shall be reduced by the amount, if any, of benefit payable under any life
insurance policies to the extent such policies are procured and paid for by the
Company.


 


(ii)         TERMINATION
ON ACCOUNT OF DISABILITY. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been absent from her full-time
duties hereunder for four (4) consecutive months, then thirty (30) days after
receiving written notice (which notice may occur before or after the end of
such four (4) month period, but which shall not be effective earlier than the
last day of such four (4) month period), Company may terminate Employee’s
employment hereunder provided Employee is unable to resume her full-time duties
with or without reasonable accommodation at the conclusion of such notice
period. Also, Employee may terminate her employment hereunder if her health
should become impaired to an extent that makes the continued performance of her
duties hereunder hazardous to her physical or mental health or her life,
provided that Employee shall have furnished Company with a written statement
from a qualified doctor to such effect and provided, further, that, at
Company’s request made within thirty (30) days of the date of such written
statement, Employee shall submit to an examination by a doctor selected by
Company who is reasonably acceptable to Employee or Employee’s doctor and such
doctor shall have concurred in the conclusion of Employee’s doctor. In the
event this Agreement is terminated as a result of Employee’s disability,
Employee shall receive from Company, in a lump-sum payment due within ten (10)
days of the effective date of termination, the base salary at the rate then in
effect for whatever time period is remaining under the Initial Term of this
Agreement or for one (1) year, whichever amount is greater; provided, however,
that any such payments shall be reduced by the amount of any 


 


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disability insurance
payments payable to the Employee as a result of such disability.


 


(iii)        TERMINATION
BY THE COMPANY FOR CAUSE. Company may terminate this Agreement immediately for
“CAUSE,” which shall be: (1) Employee’s willful and material breach of this
Agreement (which breach cannot be cured or, if capable of being cured, is not
cured within ten (10) days after receipt of written notice to cure); (2)
Employee’s gross negligence in the performance or intentional nonperformance of
any of Employee’s material duties and responsibilities hereunder; (3)
Employee’s willful dishonesty, fraud or misconduct with respect to the business
or affairs of Company or any of its subsidiaries or affiliates which materially
and adversely affects the operations or reputation of Company or any of its
subsidiaries or affiliates; (4) Employee’s conviction of a felony crime; (5)
Employee’s confirmed positive illegal drug test result; (6) confirmed sexual
harassment by Employee; or (7) Employee’s material and willful violation of the
Company’s Compliance and Business Ethics Policies.  In the event of a termination for Cause, as
enumerated above, Employee shall have no right to any severance compensation.


 


(iv)        TERMINATION
WITHOUT CAUSE. At any time after the commencement of employment, either
Employee or Company may, voluntarily or without cause, respectively, terminate
this Agreement and Employee’s employment, effective thirty (30) days after
written notice is provided to the other. Should Employee be terminated by
Company without Cause Employee shall receive from Company, in a lump-sum
payment due on the effective date of termination, the base salary at the rate
then in effect for one (1) year. Further, any termination without Cause by
Company shall operate to shorten the period set forth in paragraph 3(a) and
during which the terms of paragraph 3 apply to one (1) year from the date of
termination of employment.  Except as
provided in paragraph 12 below, if Employee resigns or otherwise terminates
this Agreement, the provisions of paragraph 3 hereof shall apply, except that
Employee shall receive no severance compensation. If Employee is terminated by
the Company without Cause, or if the Employee terminates her employment for
Good Reason pursuant to paragraph 12(c) below, then the Company shall make the
insurance premium payments contemplated by COBRA for a period of twelve (12)
months immediately following such termination.


 


(b) CHANGE IN CONTROL OF
THE COMPANY. In the event of a Change in Control of the Company (as defined
below) during the Term, paragraph 12 below shall apply.


 


(c) EFFECT OF
TERMINATION. Upon termination of this Agreement for any reason provided above,
Employee shall be entitled to receive all compensation earned and all benefits
and reimbursements due through 


 


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the effective date of
termination. Additional compensation subsequent to termination, if any, will be
due and payable to Employee only to the extent and in the manner expressly
provided herein. All other rights and obligations of Company and Employee under
this Agreement shall cease as of the effective date of termination, except that
Company’s obligations under paragraph 9 herein and Employee’s obligations under
paragraphs 3, 6, 7, 8 and 10 herein shall survive such termination in
accordance with their terms.


 


(d) BREACH BY
COMPANY.  If termination of Employee’s
employment arises out of Company’s material failure to pay Employee on a timely
basis the amounts to which she is entitled under this Agreement or as a result
of any other breach of this Agreement by Company, as determined by a court of
competent jurisdiction or pursuant to the provisions of paragraph 16 below,
Company shall pay all amounts and damages to which Employee may be entitled as
a result of such breach, including interest thereon and all reasonable legal
fees and expenses and other costs incurred by Employee to enforce her rights
hereunder.  Further, none of the
provisions of paragraph 3 shall apply in the event this Agreement is terminated
as a result of a breach by Company.


 


6.             RETURN OF COMPANY
PROPERTY.  All records, designs, patents,
business plans, financial statements, manuals, memoranda, lists and other
property delivered to or compiled by Employee by or on behalf of the Company or
its representatives, vendors or customers which pertain to the business of the
Company shall be and remain the property of the Company and be subject at all
times to its discretion and control. 
Likewise, all correspondence, reports, records, charts, advertising
materials and other similar data pertaining to the business, activities or
future plans of the Company which is collected by Employee shall be delivered
promptly to the Company without request by it upon termination of Employee’s
employment.


 


7.             INVENTIONS. Employee
shall disclose promptly to the Company any and all significant conceptions and
ideas for inventions, improvements and valuable discoveries, whether patentable
or not, which are conceived or made by Employee, solely or jointly with
another, during the period of employment or within one (1) year thereafter, and
which are directly related to the business or activities of the Company and
which Employee conceives as a result of her employment hereunder. Employee
hereby assigns and agrees to assign all her interests therein to the Company or
its nominee. Whenever requested to do so by the Company, Employee shall execute
any and all applications, assignments or other instruments that the Company
shall deem necessary to apply for and obtain Letters Patent of the United
States or any foreign country or to otherwise protect the Company’s interest
therein.


 


8.             TRADE SECRETS.
Employee agrees that she will not, during or after the Term of this Agreement,
disclose the specific terms of the Company’s relationships or agreements with
their respective significant vendors or customers or any other significant and
material trade secret of the Company, whether in existence or proposed, to any
person, firm, partnership, corporation or business for any reason or purpose
whatsoever, 


 


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except and only to the extent required by law or legal process
following notice to the Company.


 


9.             INDEMNIFICATION. In
the event Employee is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by Company against Employee), by reason of
the fact that she is or was performing services under this Agreement, then
Company shall indemnify Employee against all expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement, as actually and
reasonably incurred by Employee in connection therewith, to the maximum extent
permitted by applicable law. The advancement of expenses shall be mandatory to
the extent permitted by applicable law. 
In the event that both Employee and Company are made a party to the same
third-party action, complaint, suit or proceeding, Company agrees to engage
counsel, and Employee agrees to use the same counsel, provided that if counsel
selected by Company shall have a conflict of interest that prevents such
counsel from representing Employee, Employee may engage separate counsel and
Company shall pay all reasonable attorneys’ fees of such separate counsel.
Company shall not be required to pay the fees of more than one law firm except
as described in the preceding sentence, and shall not be required to pay the
fees of more than two law firms under any circumstances.  Further, while Employee is expected at all
times to use her best efforts to faithfully discharge her duties under this
Agreement, Employee cannot be held liable to Company for errors or omissions
made in good faith where Employee has not exhibited gross, willful and wanton
negligence or misconduct or performed criminal or fraudulent acts.


 


10.           NO PRIOR
AGREEMENTS.  Employee hereby represents
and warrants to Company and the Company that the execution of this Agreement by
Employee and her employment by Company and the performance of her duties
hereunder will not violate or be a breach of any agreement with a former
Company, client or any other person or entity. Further, Employee agrees to
indemnify Company and the Company for any claim, including, but not limited to,
attorneys’ fees and expenses of investigation, by any such third party that
such third party may now have or may hereafter come to have against Company or
any of its subsidiaries or affiliates based upon or arising out of any noncompetition
agreement, invention or secrecy agreement between Employee and such third party
which was in existence as of the date of this Agreement.


 


11.           ASSIGNMENT; BINDING
EFFECT. Employee understands that she has been selected for employment by
Company and/or the Company on the basis of her personal qualifications,
experience and skills. Employee agrees, therefore, she cannot assign all or any
portion of her performance under this Agreement. Subject to the preceding two
(2) sentences and the express provisions of paragraph 12 below, this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto and their respective heirs, legal representatives, successors
and assigns.


 


12             CHANGE IN CONTROL.


 


(a)   Upon
notice by Employee at any time during the 90 days following a Change in
Control, the Employee may elect to terminate her employment and shall be
entitled to receive in a lump-sum payment due upon the date of such 


 


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termination the amount
equal to one (1) times annual base salary then in effect, and the
noncompetition provisions of paragraph 3 shall apply for a period of one (1)
year immediately following the effective date of termination.


 


(b)   Upon
a Change in Control, any options or restricted stock outstanding to Employee
that have not previously vested shall be immediately vested.


 


(c)   In
any Change in Control situation, if Employee is terminated by Company without
Cause at any time during the twelve (12) months immediately following the
closing of the transaction giving rise to the Change in Control, or Employee
terminates this Agreement for Good Reason (as defined below) at any time during
the twelve (12) months immediately following the closing of the transaction
giving rise to the Change in Control, Employee shall be entitled to receive in
a lump-sum payment, due on the effective date of termination, the amount equal
to one (1) times the greater of (i) her annual base salary then in effect or
(ii) her annual base salary in effect immediately prior to the closing of the
transaction giving rise to the Change in Control, and the noncompetition
provisions of paragraph 3 shall apply for a period of one (1) year immediately
following the effective date of termination. For purposes of this Agreement,
Employee shall have “GOOD REASON” to terminate this Agreement and her
employment hereunder if, without Employee’s consent, (x) Employee is demoted by
means of a reduction in authority, responsibilities, duties or title to a
position of materially less stature or importance within the Company than as
described in paragraph 1 hereof or (y) the Company breaches this Agreement in
any material respect and fails to cure such breach within ten (10) days after
Employee delivers written notice and a written description of such breach to
the Company, which notice shall specifically refer to this section of this
Agreement.


 


(d)   For
purposes of applying paragraph 5 under the circumstances described in (b)
above, the effective date of termination will be the closing date of the
transaction giving rise to the Change in Control and all compensation,
reimbursements and lump-sum payments due Employee must be paid in full by
Company at or prior to such closing. Further, Company shall ensure that
Employee will be given sufficient time and opportunity to elect whether to
exercise all or any of her vested options to purchase the Company’s Common
Stock, including any options with accelerated vesting under the provisions of
the Company’s Long-Term Incentive Plans (or other applicable plan then in
effect), such that she may convert the options to shares of the Company’s
Common Stock at or prior to the closing of the transaction giving rise to the
Change in Control, if she so desires.


 


(e)   A
“CHANGE IN CONTROL” shall be deemed to have occurred if:


 


(i) any person, other than Comfort Systems USA, Inc.,
a Delaware corporation and the beneficial owner of the Company (“CSUSA”), or an
employee benefit plan of CSUSA, or any entity controlled by either, acquires
directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of
the 


 


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Securities Exchange Act of 1934, as amended) of any
voting security of the CSUSA and immediately after such acquisition such Person
is, directly or indirectly, the Beneficial Owner of voting securities
representing fifty percent (50%) or more of the total voting power of all of
the then-outstanding voting securities of CSUSA;


 


(ii) the following individuals no longer constitute a
majority of the members of the Board of Directors of CSUSA: (A) the individuals
who, as of the date hereof, constitute the Board of Directors of CSUSA (the
“ORIGINAL DIRECTORS”); (B) the individuals who thereafter are elected to the
Board of Directors of the CSUSA and whose election, or nomination for election,
to the Board of Directors of CSUSA was approved by a vote of at least
two-thirds (2/3) of the Original Directors then still in office (such directors
becoming “ADDITIONAL ORIGINAL DIRECTORS” immediately following their election);
and (C) the individuals who are elected to the Board of Directors of CSUSA and
whose election, or nomination for election, to the Board of Directors of CSUSA
was approved by a vote of at least two-thirds (2/3) of the Original Directors
and Additional Original Directors then still in office (such directors also
becoming “ADDITIONAL ORIGINAL DIRECTORS” immediately following their election);


 


(iii) the stockholders of CSUSA shall approve a
merger, consolidation, recapitalization, or reorganization of CSUSA, a reverse
stock split of outstanding voting securities, or consummation of any such
transaction if stockholder approval is not obtained, other than any such
transaction which would result in at least seventy-five percent (75%) of the
total voting power represented by the voting securities of the surviving entity
outstanding immediately after such transaction being Beneficially Owned by at
least seventy-five percent (75%) of the holders of outstanding voting
securities of CSUSA immediately prior to the transaction, with the voting power
of each such continuing holder relative to other such continuing holders not
substantially altered in the transaction; or


 


(iv) the stockholders of CSUSA shall approve a plan of
complete liquidation of CSUSA or an agreement for the sale or disposition of
all or a substantial portion of the CSUSA’s assets (i.e., fifty percent (50%)
or more of the total assets of CSUSA).


 


(f) Employee must be notified in writing by Company or
any of its subsidiaries or affiliates at anytime that either Company or any of
its subsidiaries or affiliates anticipates that a Change in Control may take
place.


 


(f)    If
it shall be determined that any payment or distribution by Company, the Company
or any other person to or for the benefit of the Employee (a “PAYMENT”) would
be subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the “EXCISE TAX”), as a result of the termination of
employment of the Employee in the event of a Change in Control, then Company,
the Company or the successor to the 


 


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Company shall pay an
additional payment (a “GROSS-UP PAYMENT”) in an amount such that after payment
by the Employee of all taxes, including, without limitation, any income taxes
and Excise Tax imposed on the Gross-Up Payment, the Employee retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. Such
amount will be due and payable by Company, the Company or the successor to the
Company within ten (10) days after the Employee delivers written request for
reimbursement accompanied by a copy of the Employee’s tax return(s) or other
tax filings showing the excise tax actually incurred by the Employee.


 


13.           COMPLETE AGREEMENT.
This Agreement sets forth the entire agreement of the parties hereto relating
to the subject matter hereof and supersedes any other employment agreements or
understandings, written or oral, between or among Company, the Company and
Employee. This Agreement is not a promise of future employment. Employee has no
oral representations, understandings or agreements with Company or any of its
subsidiaries or affiliates or any of its officers, directors or representatives
covering the same subject matter as this Agreement. This Agreement is the
final, complete and exclusive statement and expression of the agreement between
Company and Employee and of all the terms of this Agreement, and it cannot be
varied, contradicted or supplemented by evidence of any prior or
contemporaneous oral or written agreements. This written Agreement may not be
later modified except by a further writing signed by a duly authorized officer
of Company and Employee, and no term of this Agreement may be waived except in
writing signed by the party waiving the benefit of such term.


 


14.           NOTICE. Whenever any
notice is required hereunder, it shall be given in writing addressed as
follows:


 


	
  To Company:

  	
   

  	
  Comfort Systems USA (Texas), L.P.

  
	
   

  	
   

  	
  777 Post Oak Blvd, Suite 500

  
	
   

  	
   

  	
  Houston, Texas 77056

  
	
   

  	
   

  	
  Attention: Law Department

  
	
   

  	
   

  	
   

  
	
  To Employee:

  	
   

  	
  Julie Shaeff

  
	
   

  	
   

  	
  6607 Spring Leaf

  
	
   

  	
   

  	
  Spring, TX 77379

  



 


Notice shall be deemed given and effective on the
earlier of three (3) days after the deposit in the U.S. mail of a writing
addressed as above and sent first class mail, certified, return receipt
requested, or when actually received by means of hand delivery, delivery by
Federal Express or other courier service, or by facsimile transmission. Either
party may change the address for notice by notifying the other party of such
change in accordance with this paragraph 14.1


 


15.           SEVERABILITY; HEADINGS.
If any portion of this Agreement is held invalid or inoperative, the other
portions of this Agreement shall be deemed valid and operative and, so far as
is reasonable and possible, effect shall be given to the intent manifested by
the portion held invalid or inoperative. The paragraph headings herein are for
reference 


 


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purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of this Agreement or of any part hereof.


 


16.           ARBITRATION. With the
exception of paragraphs 3 and 7, any unresolved dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three (3) arbitrators in Houston,
Texas, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association (“AAA”) then in effect,
provided that Employee shall comply with Company’s grievance procedures in an
effort to resolve such dispute or controversy before resorting to arbitration,
and provided further that the parties may agree to use arbitrators other than
those provided by the AAA. The arbitrators shall not have the authority to add
to, detract from, or modify any provision hereof nor to award punitive damages
to any injured party. The arbitrators shall have the authority to order
back-pay, severance compensation, vesting of options or restricted stock (or
cash compensation in lieu of vesting of options or restricted stock),
reimbursement of costs, including those incurred to enforce this Agreement, and
interest thereon in the event the arbitrators determine that Employee was
terminated without disability or Cause, as defined in paragraphs 5(a)(ii) and
5(a)(iii), respectively, or that Company has breached this Agreement in any
material respect. A decision by a majority of the arbitration panel shall be
final and binding. Judgment may be entered on the arbitrators’ award in any
court having jurisdiction. The direct expense of any arbitration proceeding
shall be borne by Company.


 


17.           GOVERNING LAW. This
Agreement shall in all respects be construed according to the laws of the State
of Texas.


 


18.           COUNTERPARTS. This
Agreement may be executed simultaneously in two (2) or more counterparts, each
of which shall be deemed an original and all of which together shall constitute
but one and the same instrument.


 


19.           THIRD-PARTY BENEFICIARY.
The Company is intended to be a third-party beneficiary under this Agreement,
and shall be entitled to enforce the provisions hereof benefiting the Company.


 


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


 


	
   

  	
  COMFORT SYSTEMS USA (TEXAS), L.P.

  
	
   

  	
   

  
	
   

  	
  By: Comfort Systems USA G.P., Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ William F. Murdy

  	
   

  
	
   

  	
   

  	
  William F. Murdy

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


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  COMFORT SYSTEMS USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ William F. Murdy

  	
   

  
	
   

  	
   

  	
  William F Murdy

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Julie Shaeff

  	
   

  
	
   

  	
  Julie Shaeff

  
							



 


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