Letter Agreement dated March 13, 2009




 Exhibit 10.26 
 March 13, 2009 
 Mr. Charles A. Carroll 
 c/o Goodman Global, Inc. 
 5151 San Felipe, Suite 500 
 Houston, Texas 77056 
 Dear Chuck: 
 This letter
agreement (the “Agreement”) sets forth the agreed upon changes to your role with Goodman Global, Inc. (the “Company”) and Chill Holdings, Inc. (“Holdings”), each a Delaware corporation. Capitalized
terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the employment agreement you entered into with the Company, dated as of February 13, 2008 (as amended by Amendment No. 1 and Amendment
No. 2 thereto, the “Employment Agreement”) 
  

	1.	Resignation as Chairman of the Board of the Company and of Holdings. 

 You acknowledge and agree that you are hereby voluntarily resigning from your position as the Chairman of the Board of Directors of the Company and of Holdings, effective immediately following the filing of the
Company’s Form 10-K for fiscal year ended December 31, 2008. Following such resignations and subject to the terms and conditions of your Employment Agreement, the parties hereto agree and understand that you shall continue to serve as a
member of the Board of Directors of the Company and of Holdings and as a non-executive employee of the Company. 
  

	2.	Option Agreements. 

 On February 13, 2008, you
were granted two options to purchase shares of common stock of Holdings, one of which was to purchase 161,638 shares (the “Applicable Option”). The parties hereto agree to amend the vesting schedule set forth on your stock option
grant of the Applicable Option to read as follows: 
 “Vesting Schedule: Subject to the Optionholder’s Continuous Service on
the Board, 25% of the Shares shall vest on the first anniversary of the Vesting Commencement Date and a further 25% shall vest on each of the next three (3) anniversaries thereafter; any Shares unvested at the time that the Optionholder ceases
to serve on the Board shall immediately terminate; provided further, that in the event of the consummation of a Change in Control, the Option shall, to the extent not then vested and not previously cancelled or terminated, subject to
Optionholder’s Continuous Service on the Board through such Change in Control, accelerate and immediately become fully vested and exercisable immediately prior to the effective date of a Change in Control.” 
 All other provisions of the Employment Agreement and the Applicable Option shall remain unchanged and are hereby ratified by you and, as applicable, the Company and
Holdings. For the avoidance of doubt, the terms of the other option granted to you on February 13, 2008 shall remain unchanged in all respects. 








 This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto where upon the same instrument. 
  

			
	Very truly yours,
	
	Goodman Global, Inc.
		
	By:	 	/s/ Ben D. Campbell
	Name:	 	Ben D. Campbell
	Its:	 	Executive Vice President, Secretary and General Counsel
	
	Chill Holdings, Inc.
		
	By:	 	/s/ Ben D. Campbell
	Name:	 	Ben D. Campbell
	Its:	 	Executive Vice President, Secretary and General Counsel


  

	
	Acknowledged and Agreed:
	
	/s/ Charles A. Carroll
	Charles A. Carroll

 Date: March 13, 2009 
  


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