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  Exhibit 10.1    
    


 
    SUMMARY OF 2014 INCENTIVE COMPENSATION PLAN    
    


        On March 19, 2014, the Compensation Committee of the Board of Directors of Comfort Systems USA, Inc. (the "Compensation
Committee") authorized certain equity grants under the Company's Long-term Incentive Plan. The Named Executive Officers are Mr. Brian E. Lane, President and Chief Executive Officer;
Mr. William George, III, Executive Vice President and Chief Financial Officer; James Mylett, Senior Vice President—Service; Mr. Trent T. McKenna, Senior Vice President and
General Counsel; and Ms. Julie S. Shaeff, Senior Vice President and Chief Accounting Officer. 



 Long-term Incentive Plan Grants  




        The Compensation Committee determined grants under the Company's Long-term Incentive Plan. These grants were determined based on the
closing price of the Company's common stock on March 19, 2014, the date the Compensation Committee met to approve the grants. The distribution of awards under the Long-term Incentive Plan is
structured so that 30% of the awards were in the form of stock options, 30% in the form of time vesting restricted stock units, and 40% in the form of dollar-denominated performance vesting restricted
stock units. 


         Time vesting restricted stock units.    The time vesting restricted stock units vest in three equal installments over a three-year vesting
schedule. 



        Time vesting stock options.    The time vesting stock options are exercisable at $16.15 per share, will expire at the earlier of ten years
from the date
of grant or three months following the executive's termination from employment with the Company, and vest in three equal installments over a three-year vesting schedule. 


         Dollar-denominated performance vesting restricted stock units.    The dollar-denominated performance vesting restricted stock units
("PSUs") are subject
to two performance measures: 50% of the PSUs have an EPS measure and 50% of the PSUs have a measure based on total shareholder return relative to the Company's peer group. The PSUs have a three-year
performance period and will be eligible to vest at the end of the three-year performance period. Depending on the Company's performance in relation to the established performance measures, the awards
may vest at 0-200% of the targeted amount. In the event the Company achieves the necessary performance metrics, the value of the grant will be determined in dollars and settled in stock, so that the
actual number of shares awarded will be based on the market price of the Company's common stock at the end of the performance period. 



        The
2014 awards were granted to the following executives for the purpose of providing an incentive for those individuals to work for the Company's long-term success: 

 






											
	Executive



 
	 	Time

Vesting RSUs 	 	Time Vesting

Stock Options 	 	Dollar-

Denominated

Performance

Vesting RSUs

(Target) 	 
	 Brian E. Lane
 President and Chief Executive Officer
	 	 	14,350	 	 	39,861	 	$	309,000	 
	 William George, III
 Executive Vice President and Chief Financial Officer
	 	 	9,643	 	 	29,786	 	$	207,648	 
	 James Mylett
 Senior Vice President—Service
	 	 	5,573	 	 	15,480	 	$	120,000	 
	 Trent McKenna
 Senior Vice President and General Counsel
	 	 	5,453	 	 	15,147	 	$	117,420	 
	 Julie Shaeff
 Senior Vice President and Chief Accounting Officer
	 	 	3,444	 	 	9,567	 	$	74,160	 




 

 





 2014 Incentive Compensation Plan for Executive Officers  




        On December 18, 2013, the Compensation Committee adopted the 2014 annual incentive compensation for the Named Executive
Officers, which is provided under a shareholder approved plan intended to satisfy the requirements for deductibility of performance-based compensation under Section 162(m) of the Internal
Revenue Code. The plan consists of two distinct elements. The first element of the plan rewards the NEOs for obtaining profitable results as well as certain earnings per share ("EPS") target
thresholds (the "EPS-Target Bonus"). The second element of the plan rewards the achievement of certain strategic performance metrics individualized to focus on each NEOs role (the "Strategic-Target
Bonus"). 


        For
the EPS-Target Bonus, the Compensation Committee has set a bonus range based on a target that is correlated with the Company's annual EPS. The range for the EPS-Target Bonus for
Messrs. Lane and George will be 20 to 150 percent of 90 percent of their respective annual base salaries. For Mr. Mylett, the range for the EPS-Target Bonus will be 20 to
150 percent of 45 percent of his annual base salary. For Ms. Shaeff and Mr. McKenna, the range for the EPS-Target Bonus will be 20 to 150 percent of
50 percent of their respective annual base salaries. The EPS-Target Bonus is zero until a certain EPS threshold is met; it then scales from 20 to 50 percent of the EPS-Target Bonus on a
straight-line basis as it moves from 77 percent of the EPS target to 100 percent of the EPS target. Should the Company's performance exceed the EPS target, it then scales from 50 to
150 percent of the EPS-Target Bonus on a straight-line basis as it moves from 100 percent of the EPS target to 172 percent of the EPS target. With regard to the Strategic-Target
Bonus, each NEO identifies his or her strategic objectives. Such objectives are discussed and developed in consultation with the CEO, in the case of Messrs. George, Mylett and McKenna, the CFO
in the case of Ms. Shaeff and with the Board of Directors in the case of Mr. Lane. These objectives vary depending on the roles and responsibilities for each NEO and are quantitatively
measurable and focused on one or more strategic initiatives important to the Company in 2014. Additionally, a component of the Strategic-Target Bonus is focused on the Company's overall safety
performance. The Company believes this focus on safety at a senior executive level helps to encourage a proper "tone at the top" to create a safe working environment. For each NEO, the range for the
Strategic-Target Bonus is zero to 200 percent of 10 percent of annual base salary. Mr. Mylett has an additional short-term incentive based on achieving specified metrics relating
to the Company's overall service business (the "Service Bonus") ranging from zero to 45 percent of his annual base salary. For 2014, Mr. Mylett is entitled to the greater of either
(i) the sum of his EPS-Target Bonus, Strategic-Target Bonus, and Service Bonus or (ii) $200,000. 











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Exhibit 10.1


SUMMARY OF 2014 INCENTIVE COMPENSATION PLAN