Exhibit 10.6


 


1997
Non-Employee Directors’ Stock 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

  
	
   

  	
  Chief Executive Officer
  and President

  



 





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


 





















 


Location:  «LOCANAME»


 


Comfort
Systems USA, Inc. 1997 Non-Employee Directors’ Stock 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 1997 Non-Employee Directors’ Stock 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
1997 Non-Employee Directors’ Stock Plan and of the Prospectus is enclosed.  Please review these documents carefully.


 


Vesting:


Subject to the terms of
the Plan, the options vest according to the following schedule:


 




	
  Vesting Date

  	
   

  	
  Shares Vesting

  
	
   

  	
   

  	
   

  
	
  «M_1VDATE»

  	
   

  	
  «M_1VSHARES»

  






 


Exercise:


Subject to the Company’s
policies regarding trading by its affiliates, you may exercise this Option, in
whole or in part, to purchase a whole number of vested shares, 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 a director.  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.


 


Requirements:


The Plan sets out the
terms and conditions that govern this grant in the event of your expiration of
term, death or disability.  In the event of you cease to serve as a director for any reason and
under any circumstances, you will have one year after your service ceases to
exercise your vested options, and in the event of your death or total
disability you or your estate will have a period of one year 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.