COMFORT SYSTEMS USA INC
RESTRICTED STOCK AWARD AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>h00833exv10w5.txt
<DESCRIPTION>RESTRICTED STOCK AWARD AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.5

                                                                 Norman Chambers


                            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 November 1,
         2002, which is the date of grant of the Award.

2.       Shares Subject to Award. The Award consists of 75,000 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,



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         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
         January 1, 2003 through December 31, 2003, the Company did not have
         positive earnings from its continuing operations, as determined before
         interest, taxes, depreciation and amortization, 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:

                           18,750 Shares on February 28, 2004;

                           an additional 18,750 Shares on November 1, 2004;

                           an additional 18,750 Shares on November 1, 2005; and

                           an additional 18,750 Shares on November 1, 2006.

         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 November 4, 2002 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



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

         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



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

                                              Very truly yours,


                                              /s/ Norman Chambers
                                              ----------------------------------
                                              Norman Chambers


The foregoing Restricted Stock
Award Agreement is hereby accepted:


COMFORT SYSTEMS USA, INC.



By /s/ William F. Murdy
  -------------------------------
        William F. Murdy
     Chief Executive Officer







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