Exhibit 10.5


 


[YEAR of Plan] Long-Term Incentive Plan


 


	
  Option to Purchase:

  	
   

  	
  «SHARES» shares

  
	
   

  	
   

  	
   

  
	
  Granted to:

  	
   

  	
  «FNAME» «LNAME»

  



 


This
stock option has been granted on «GRANTDATE»
on behalf of Comfort Systems USA, Inc.

at the option price of «GRANTPRICE».


 


 


	
   

  	
  /s/ William F.
  Murdy

  	
   

  
	
   

  	
  William F. Murdy

  
	
   

  	
  Cheief Executive
  Officer and President

  



 





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


 





















 


Location:  «LOCANAME»


 


Comfort Systems USA, Inc. [Year of Plan] Long-Term
Incentive Plan


Non-Qualified
Stock Option Notice


 


	
  «FNAME» «LNAME»

  	
   

  	
  Grant Date:

  	
   

  	
  «GRANTDATE»

  
	
  «ADDRESS»

  	
   

  	
  Options Granted:

  	
   

  	
  «SHARES»

  
	
  «CITY», «STATE» «ZIP»

  	
   

  	
  Option Price:

  	
   

  	
  «GRANTPRICE»

  
	
   

  	
   

  	
  Last Date to
  Exercise:

  	
   

  	
  «LASTEXER»

  



 


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 [Year of Plan] Long-Term 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
[Year of Plan] Long-Term 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

  
	
  «M_1VDATE»

  	
   

  	
  «M_1VSHARES»

  
	
  «M_2VDATE»

  	
   

  	
  «M_2VSHARES»

  
	
  «M_3VDATE»

  	
   

  	
  «M_3VSHARES»

  
	
  «M_4VDATE»

  	
   

  	
  «M_4VSHARES»

  






 


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 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 3 months 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.