Exhibit 10.17


 


William F. Murdy


 


COMFORT SYSTEMS USA, INC.

2000 Equity Incentive Plan


 


Restricted Stock Award
Agreement


 


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 100,000 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:


 


33,333 Shares on August 5,
2005;


 


an additional 33,333  Shares on June 8, 2006; and


 


an additional 33,334  Shares on June 8, 2007.


 


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 June 27, 2000
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 AGREEMENT ARE ON FILE
IN THE OFFICES OF COMFORT SYSTEMS USA,
INC.


 


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


 


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  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ William F. Murdy

  	
   

  
	
   

  	
  William F. Murdy

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The foregoing Restricted Stock

  	
   

  	
   

  
	
  Award Agreement is hereby accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMFORT SYSTEMS USA, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ William George

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  William George

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  	
   

  



 


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