COMFORT SYSTEMS USA INC
EMPLOYMENT AGREEMENT - NORMAN C. CHAMBERS
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>h00833exv10w4.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - NORMAN C. CHAMBERS
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "AGREEMENT") by and among COMFORT
SYSTEMS USA (TEXAS), L.P., a Texas limited partnership (the "COMPANY"), and
NORMAN C. CHAMBERS ("EMPLOYEE") is hereby entered into and effective as of the
4th day of November, 2002.

                                    RECITALS

A. The Company is engaged primarily in the heating, ventilation, air
conditioning, plumbing, mechanical contracting, specialty fabrication,
electrical, fire protection and process piping industry.

B. Company desires to employ Employee hereunder in a confidential relationship
wherein Employee, in the course of his employment, will become familiar with and
aware of information as to the Company's customers, specific manner of doing
business, processes, techniques and trade secrets and future plans with respect
thereto, all of which have been and will be established and maintained at great
expense to the Company, which information is a trade secret and constitutes the
valuable good will of the Company; and

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, it is hereby agreed as follows:

                                   AGREEMENTS

1. EMPLOYMENT AND DUTIES.

         (a) Company hereby employs Employee to serve as President of the
Company. As such, Employee shall have responsibilities, duties and authority
customarily accorded to and expected of an officer holding such position
directly with the Company. Employee hereby accepts this employment upon the
terms and conditions herein contained and agrees to devote his full time,
attention and efforts to promote and further the business of Company.

         (b) Employee shall faithfully adhere to, execute and fulfill all
policies established by Company from time to time.

2. COMPENSATION. For all services rendered by Employee, Company shall compensate
Employee as follows:

         (a) BASE SALARY. Effective as of the Effective Date, the base salary
payable to Employee shall be $300,000 per year, payable on a regular basis in
accordance with Company's standard payroll procedures but not less frequently
than monthly. On at least an annual basis, Company will review Employee's
performance and



                                       1
<PAGE>



may, in its sole discretion, (i) make increases to such base salary; (ii) pay a
performance bonus; or (iii) recommend Employee for the grant of Company stock
options.

         (b) EMPLOYEE PERQUISITES, BENEFITS AND OTHER COMPENSATION. Employee
shall be entitled to receive additional benefits and compensation from Company
in such form and to such extent as specified below:

         (i) Coverage, subject to contributions required of executives of the
         Company generally, for Employee and his dependent family members under
         health, hospitalization, disability, dental, life and other insurance
         plans that Company may have in effect from time to time. Benefits
         provided to Employee under this clause (i) shall be equal to such
         benefits provided to other Company employees of the same level.

         (ii) Reimbursement for all business travel and other out-of-pocket
         expenses reasonably incurred by Employee in the performance of services
         pursuant to this Agreement. All reimbursable expenses shall be
         appropriately documented in reasonable detail by Employee upon
         submission of any request for reimbursement, and in a format and manner
         consistent with Company's expense reporting policy.

         (iii) Company shall provide Employee with other employee perquisites as
         may be available to or deemed appropriate for Employee by Company and
         participation in all other Company-wide employee benefits as are
         available from time to time.

3. NONCOMPETITION AGREEMENT.

         (a) Employee shall not, during the term of his employment hereunder, be
engaged in any other business activity pursued for gain, profit or other
pecuniary advantage if such activity interferes with Employee's duties and
responsibilities hereunder. The foregoing limitations shall not be construed as
prohibiting Employee from making personal investments in such form or manner as
will neither require his services in the operation or affairs of the companies
or enterprises in which such investments are made nor violate the terms of this
paragraph 3. Employee will not, during the period of his employment by or with
Company, and for a period of two (2) years immediately following the termination
of his employment under this Agreement, except as provided below, directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
persons, company, partnership, corporation or business of whatever nature:

         (i) engage, as an officer, director, shareholder, owner, partner, joint
         venturer, or in a managerial capacity, whether as an employee,
         independent contractor, consultant or advisor, or as a sales
         representative, in any business in direct competition with Company or
         any of its subsidiaries and affiliates within 100 miles of where the
         Company or any of its subsidiaries and affiliates conduct



                                       2
<PAGE>



         business, including any territory serviced by the Company or any of
         such subsidiaries (the "TERRITORY");

         (ii) call upon any person who is, at that time, an employee of Company
         or any of its subsidiaries or affiliates sales or managerial capacity
         for the purpose or with the intent of enticing such employee away from
         or out of the employ of Company or any of its subsidiaries or
         affiliates or any its subsidiaries or affiliates;

         (iii) call upon any person or entity which is, at that time, or which
         has been, within one (1) year prior to that time, a customer of the
         Company or any of its subsidiaries or affiliates for the purpose of
         soliciting or selling products or services in direct competition with
         the Company or any of its subsidiaries or affiliates; or

         (iv) call upon any prospective acquisition candidate, on Employee's own
         behalf or on behalf of any competitor, which candidate was, to
         Employee's actual knowledge after due inquiry, either called upon by
         Company or any of its subsidiaries or affiliates or for which Employee
         participated in an acquisition analysis for the purpose of acquiring
         such entity or all or substantially all of such entity's assets.

         Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Employee from acquiring as a passive investment not more than two
percent (2%) of the capital stock of a competing business the stock of which is
traded on a national securities exchange or on an over-the -counter or similar
market.

         (b) Because of the difficulty of measuring economic losses to Company
or any of its subsidiaries or affiliates as a result of a breach of the
foregoing covenant, and because of the immediate and irreparable damage that
could be caused to Company or any of its subsidiaries or affiliates for which
they would have no other adequate remedy, Employee agrees that the foregoing
covenant may be enforced by Company or any of its subsidiaries or affiliates in
the event of breach or threatened breach by Employee, by injunctions,
restraining orders and other appropriate equitable relief.

         (c) It is agreed by the parties that the foregoing covenants in this
paragraph 3 impose a reasonable restraint on Employee in light of the activities
and business of the Company on the date of the execution of this Agreement and
the current plans of the Company or any of its subsidiaries or affiliates; but
it is also the intent of the Company and Employee that such covenants be
construed and enforced in accordance with the changing activities, business and
locations of the Company or any of its subsidiaries or affiliates throughout the
term of this covenant, whether before or after the date of termination of the
employment of Employee. For example, if, during the term of this Agreement, the
Company or any of its subsidiaries or affiliates engages in new and different
activities, enters a new business or establishes new locations for its current
activities or business in addition to or other than the activities or business
enumerated under the Recitals above or the locations currently established
therefor, then Employee



                                       3
<PAGE>



will be precluded from soliciting the customers or Employees of such new
activities or business or from such new location and from directly competing
with such new business within 100 miles of its then-established operating
location(s) through the term of this covenant.

         It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with the Company or any of its
subsidiaries or affiliates, or similar activities or business in locations the
operation of which, under such circumstances, does not violate clause (i) of
paragraph 3(a), Employee shall not be chargeable with a violation of this
paragraph 3 if the Company or any of its subsidiaries or affiliates shall
thereafter enter the same, similar or a competitive (i) business, (ii) course of
activities or (iii) location, as applicable.

         (d) The covenants in this paragraph 3 are severable and separate, and
the unenforceability of any specific covenant shall not affect the provisions of
any other covenant. Moreover, in the event any court of competent jurisdiction
shall determine that the scope, time or territorial restrictions set forth
herein are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and this Agreement shall thereby be reformed.

         (e) All of the covenants in this paragraph 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against Company or any of
its subsidiaries or affiliates, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Company or any
of its subsidiaries or affiliates of such covenants. It is specifically agreed
that the period of two (2) years following termination of employment stated at
the beginning of this paragraph 3, during which the agreements and covenants of
Employee made in this paragraph 3 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in violation
of any provision of this paragraph 3.

4. PLACE OF PERFORMANCE; RELOCATION RIGHTS.

         (a) Employee understands that he may be requested by Company or any of
its subsidiaries or affiliates to relocate from his present residence to another
geographic location in order to more efficiently carry out his duties and
responsibilities under this Agreement or as part of a promotion or other
increase in duties and responsibilities. In such event, if Employee agrees to
relocate, Company or any of its subsidiaries or affiliates will pay all
relocation costs to move Employee, his immediate family and their personal
property and effects. Such costs may include, by way of example, but are not
limited to, pre-move visits to search for a new residence, investigate schools
or for other purposes; temporary lodging and living costs prior to moving into a
new permanent residence; duplicate home carrying costs; all closing costs on the
sale of Employee's present residence and on the purchase of a comparable
residence in the new location; and added income taxes that Employee may incur if
any relocation costs are not deductible



                                       4
<PAGE>



for tax purposes. The general intent of the foregoing is that Employee shall not
personally bear any out-of-pocket cost as a result of the relocation, with an
understanding that Employee will use his best efforts to incur only those costs
which are reasonable and necessary to effect a smooth, efficient and orderly
relocation with minimal disruption to the business affairs of Company or any of
its subsidiaries or affiliates and the personal life of Employee and his family.

         (b) Notwithstanding the above, if Employee is requested by Company to
relocate his primary residence and Employee refuses, such refusal shall not
constitute "CAUSE" for termination of this Agreement under the terms of
paragraph 5(a)(iii).

5. TERM; TERMINATION; RIGHTS ON TERMINATION.

         (a) TERM. The term of this Agreement shall begin on the date hereof and
continue for three (3) years (the "INITIAL TERM") unless terminated sooner as
herein provided, and shall automatically renew after the Initial Term on a
year-to-year basis on the same terms and conditions contained herein in effect
as of the time of renewal unless the Company notifies Employee at least 60 days
prior to such expiration (the "TERM"). This Agreement and Employee's employment
may be terminated in any one of the following ways:

         (i)      TERMINATION AS A RESULT OF THE EMPLOYEE'S DEATH. The death of
                  Employee shall immediately terminate this Agreement and upon
                  such termination Employee's Estate shall receive from the
                  Company, in a lump-sum payment, the base salary at the rate
                  then in effect for one (1) year, provided, however, that such
                  lump-sum payment shall be reduced by the amount, if any, of
                  benefit payable under any life insurance policies to the
                  extent such policies are procured and paid for by the Company.

         (ii)     TERMINATION ON ACCOUNT OF DISABILITY. If, as a result of
                  incapacity due to physical or mental illness or injury,
                  Employee shall have been absent from his full-time duties
                  hereunder for four (4) consecutive months, then thirty (30)
                  days after receiving written notice (which notice may occur
                  before or after the end of such four (4) month period, but
                  which shall not be effective earlier than the last day of such
                  four (4) month period), Company may terminate Employee's
                  employment hereunder provided Employee is unable to resume his
                  full-time duties with or without reasonable accommodation at
                  the conclusion of such notice period. Also, Employee may
                  terminate his employment hereunder if his health should become
                  impaired to an extent that makes the continued performance of
                  his duties hereunder hazardous to his physical or mental
                  health or his life, provided that Employee shall have
                  furnished Company with a written statement from a qualified
                  doctor to such effect and provided, further, that, at
                  Company's request made within thirty (30) days of the date of
                  such written statement, Employee shall submit to an
                  examination by a doctor selected by Company who is reasonably



                                       5
<PAGE>



                  acceptable to Employee or Employee's doctor and such doctor
                  shall have concurred in the conclusion of Employee's doctor.
                  In the event this Agreement is terminated as a result of
                  Employee's disability, Employee shall receive from Company, in
                  a lump-sum payment due within ten (10) days of the effective
                  date of termination, the base salary at the rate then in
                  effect for whatever time period is remaining under the Initial
                  Term of this Agreement or for one (1) year, whichever amount
                  is greater; provided, however, that any such payments shall be
                  reduced by the amount of any disability insurance payments
                  payable to the Employee as a result of such disability.

         (iii)    TERMINATION BY THE COMPANY FOR CAUSE. Company may terminate
                  this Agreement immediately for "CAUSE," which shall be: (1)
                  Employee's willful and material breach of this Agreement
                  (which breach cannot be cured or, if capable of being cured,
                  is not cured within ten (10) days after receipt of written
                  notice to cure); (2) Employee's gross negligence in the
                  performance or intentional nonperformance of any of Employee's
                  material duties and responsibilities hereunder; (3) Employee's
                  willful dishonesty, fraud or misconduct with respect to the
                  business or affairs of Company or any of its subsidiaries or
                  affiliates which materially and adversely affects the
                  operations or reputation of Company or any of its subsidiaries
                  or affiliates; (4) Employee's conviction of a felony crime;
                  (5) Employee's confirmed positive illegal drug test result;
                  (6) confirmed sexual harassment by Employee; or (7) Employee's
                  material and willful violation of the Company's Compliance and
                  Business Ethics Policies. In the event of a termination for
                  Cause, as enumerated above, Employee shall have no right to
                  any severance compensation.

         (iv)     TERMINATION WITHOUT CAUSE. At any time after the commencement
                  of employment, either Employee or Company may, voluntarily or
                  without cause, respectively, terminate this Agreement and
                  Employee's employment, effective thirty (30) days after
                  written notice is provided to the other. Should Employee be
                  terminated by Company without Cause Employee shall receive
                  from Company, in a lump-sum payment due on the effective date
                  of termination, the base salary at the rate then in effect for
                  one (1) year. Further, any termination without Cause by
                  Company shall operate to shorten the period set forth in
                  paragraph 3(a) and during which the terms of paragraph 3 apply
                  to one (1) year from the date of termination of employment.
                  Except as provided in paragraph 12 below, if Employee resigns
                  or otherwise terminates this Agreement, the provisions of
                  paragraph 3 hereof shall apply, except that Employee shall
                  receive no severance compensation. If Employee is terminated
                  by the Company without Cause, or if the Employee terminates
                  his employment for Good Reason pursuant to paragraph 12(c)
                  below, then the Company shall make the insurance premium
                  payments



                                       6
<PAGE>



                  contemplated by COBRA for a period of twelve (12) months
                  immediately following such termination.

                  (b) CHANGE IN CONTROL OF THE COMPANY. In the event of a Change
                  in Control of the Company (as defined below) during the Term,
                  paragraph 12 below shall apply.

                  (c) EFFECT OF TERMINATION. Upon termination of this Agreement
                  for any reason provided above, Employee shall be entitled to
                  receive all compensation earned and all benefits and
                  reimbursements due through the effective date of termination.
                  Additional compensation subsequent to termination, if any,
                  will be due and payable to Employee only to the extent and in
                  the manner expressly provided herein. All other rights and
                  obligations of Company and Employee under this Agreement shall
                  cease as of the effective date of termination, except that
                  Company's obligations under paragraph 9 herein and Employee's
                  obligations under paragraphs 3, 6, 7, 8 and 10 herein shall
                  survive such termination in accordance with their terms.

                  (d) BREACH BY COMPANY. If termination of Employee's employment
                  arises out of Company's material failure to pay Employee on a
                  timely basis the amounts to which he is entitled under this
                  Agreement or as a result of any other breach of this Agreement
                  by Company, as determined by a court of competent jurisdiction
                  or pursuant to the provisions of paragraph 16 below, Company
                  shall pay all amounts and damages to which Employee may be
                  entitled as a result of such breach, including interest
                  thereon and all reasonable legal fees and expenses and other
                  costs incurred by Employee to enforce his rights hereunder.
                  Further, none of the provisions of paragraph 3 shall apply in
                  the event this Agreement is terminated as a result of a breach
                  by Company.

6. RETURN OF COMPANY PROPERTY. All records, designs, patents, business plans,
financial statements, manuals, memoranda, lists and other property delivered to
or compiled by Employee by or on behalf of the Company or its representatives,
vendors or customers which pertain to the business of the Company shall be and
remain the property of the Company and be subject at all times to its discretion
and control. Likewise, all correspondence, reports, records, charts, advertising
materials and other similar data pertaining to the business, activities or
future plans of the Company which is collected by Employee shall be delivered
promptly to the Company without request by it upon termination of Employee's
employment.

7. INVENTIONS. Employee shall disclose promptly to the Company any and all
significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by Employee,
solely or jointly with another, during the period of employment or within one
(1) year thereafter, and which are directly related to the business or
activities of the Company and which



                                       7
<PAGE>



Employee conceives as a result of his employment hereunder. Employee hereby
assigns and agrees to assign all his interests therein to the Company or its
nominee. Whenever requested to do so by the Company, Employee shall execute any
and all applications, assignments or other instruments that the Company shall
deem necessary to apply for and obtain Letters Patent of the United States or
any foreign country or to otherwise protect the Company's interest therein.

8. TRADE SECRETS. Employee agrees that he will not, during or after the Term of
this Agreement, disclose the specific terms of the Company's relationships or
agreements with their respective significant vendors or customers or any other
significant and material trade secret of the Company, whether in existence or
proposed, to any person, firm, partnership, corporation or business for any
reason or purpose whatsoever, except and only to the extent required by law or
legal process following notice to the Company.

9. INDEMNIFICATION. In the event Employee is made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by Company against
Employee), by reason of the fact that he is or was performing services under
this Agreement, then Company shall indemnify Employee against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement, as
actually and reasonably incurred by Employee in connection therewith, to the
maximum extent permitted by applicable law. The advancement of expenses shall be
mandatory to the extent permitted by applicable law. In the event that both
Employee and Company are made a party to the same third-party action, complaint,
suit or proceeding, Company agrees to engage counsel, and Employee agrees to use
the same counsel, provided that if counsel selected by Company shall have a
conflict of interest that prevents such counsel from representing Employee,
Employee may engage separate counsel and Company shall pay all reasonable
attorneys' fees of such separate counsel. Company shall not be required to pay
the fees of more than one law firm except as described in the preceding
sentence, and shall not be required to pay the fees of more than two law firms
under any circumstances. Further, while Employee is expected at all times to use
his best efforts to faithfully discharge his duties under this Agreement,
Employee cannot be held liable to Company for errors or omissions made in good
faith where Employee has not exhibited gross, willful and wanton negligence or
misconduct or performed criminal or fraudulent acts.

10. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to Company and
the Company that the execution of this Agreement by Employee and his employment
by Company and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former Company, client or any other person or
entity. Further, Employee agrees to indemnify Company and the Company for any
claim, including, but not limited to, attorneys' fees and expenses of
investigation, by any such third party that such third party may now have or may
hereafter come to have against Company or any of its subsidiaries or affiliates
based upon or arising out of any noncompetition agreement, invention or secrecy
agreement between Employee and such third party which was in existence as of the
date of this Agreement.



                                       8
<PAGE>



11. ASSIGNMENT; BINDING EFFECT. Employee understands that he has been selected
for employment by Company and/or the Company on the basis of his personal
qualifications, experience and skills. Employee agrees, therefore, he cannot
assign all or any portion of his performance under this Agreement. Subject to
the preceding two (2) sentences and the express provisions of paragraph 12
below, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and assigns.

12 CHANGE IN CONTROL.

         (a)      Upon notice by Employee at any time during the 90 days
                  following a Change in Control, the Employee may elect to
                  terminate his employment and shall be entitled to receive in a
                  lump-sum payment due upon the date of such termination the
                  amount equal to two (2) times his annual base salary then in
                  effect, and the noncompetition provisions of paragraph 3 shall
                  apply for a period of one (1) year immediately following the
                  effective date of termination.

         (b)      Upon a Change in Control, any options or restricted stock
                  outstanding to Employee that have not previously vested shall
                  be immediately vested.

         (c)      In any Change in Control situation, if Employee is terminated
                  by Company without Cause at any time during the twelve (12)
                  months immediately following the closing of the transaction
                  giving rise to the Change in Control, or Employee terminates
                  this Agreement for Good Reason (as defined below) at any time
                  during the twelve (12) months immediately following the
                  closing of the transaction giving rise to the Change in
                  Control, Employee shall be entitled to receive in a lump-sum
                  payment, due on the effective date of termination, the amount
                  equal to two (2) times the greater of (i) his annual base
                  salary then in effect or (ii) his annual base salary in effect
                  immediately prior to the closing of the transaction giving
                  rise to the Change in Control, and the noncompetition
                  provisions of paragraph 3 shall apply for a period of one (1)
                  year immediately following the effective date of termination.
                  For purposes of this Agreement, Employee shall have "GOOD
                  REASON" to terminate this Agreement and his employment
                  hereunder if, without Employee's consent, (x) Employee is
                  demoted by means of a reduction in authority,
                  responsibilities, duties or title to a position of materially
                  less stature or importance within the Company than as
                  described in paragraph 1 hereof or (y) the Company breaches
                  this Agreement in any material respect and fails to cure such
                  breach within ten (10) days after Employee delivers written
                  notice and a written description of such breach to the
                  Company, which notice shall specifically refer to this section
                  of this Agreement.

         (d)      For purposes of applying paragraph 5 under the circumstances
                  described in (b) above, the effective date of termination will
                  be the closing date of the transaction giving rise to the
                  Change in Control and all compensation, reimbursements and
                  lump-sum payments due Employee must be paid in full



                                       9
<PAGE>



                  by Company at or prior to such closing. Further, Company shall
                  ensure that Employee will be given sufficient time and
                  opportunity to elect whether to exercise all or any of his
                  vested options to purchase the Company's Common Stock,
                  including any options with accelerated vesting under the
                  provisions of the Company's Long-Term Incentive Plans (or
                  other applicable plan then in effect), such that he may
                  convert the options to shares of the Company's Common Stock at
                  or prior to the closing of the transaction giving rise to the
                  Change in Control, if he so desires.

         (e)      A "CHANGE IN CONTROL" shall be deemed to have occurred if:

                  (i) any person, other than Comfort Systems USA, Inc., a
                  Delaware corporation and the beneficial owner of the Company
                  ("CSUSA"), or an employee benefit plan of CSUSA, or any entity
                  controlled by either, acquires directly or indirectly the
                  Beneficial Ownership (as defined in Section 13(d) of the
                  Securities Exchange Act of 1934, as amended) of any voting
                  security of the CSUSA and immediately after such acquisition
                  such Person is, directly or indirectly, the Beneficial Owner
                  of voting securities representing fifty percent (50%) or more
                  of the total voting power of all of the then-outstanding
                  voting securities of CSUSA;

                  (ii) the following individuals no longer constitute a majority
                  of the members of the Board of Directors of CSUSA: (A) the
                  individuals who, as of the date hereof, constitute the Board
                  of Directors of CSUSA (the "ORIGINAL DIRECTORS"); (B) the
                  individuals who thereafter are elected to the Board of
                  Directors of the CSUSA and whose election, or nomination for
                  election, to the Board of Directors of CSUSA was approved by a
                  vote of at least two-thirds (2/3) of the Original Directors
                  then still in office (such directors becoming "ADDITIONAL
                  ORIGINAL DIRECTORS" immediately following their election); and
                  (C) the individuals who are elected to the Board of Directors
                  of CSUSA and whose election, or nomination for election, to
                  the Board of Directors of CSUSA was approved by a vote of at
                  least two-thirds (2/3) of the Original Directors and
                  Additional Original Directors then still in office (such
                  directors also becoming "ADDITIONAL ORIGINAL DIRECTORS"
                  immediately following their election);

                  (iii) the stockholders of CSUSA shall approve a merger,
                  consolidation, recapitalization, or reorganization of CSUSA, a
                  reverse stock split of outstanding voting securities, or
                  consummation of any such transaction if stockholder approval
                  is not obtained, other than any such transaction which would
                  result in at least seventy-five percent (75%) of the total
                  voting power represented by the voting securities of the
                  surviving entity outstanding immediately after such
                  transaction being Beneficially Owned by at least seventy-five
                  percent (75%) of the holders of outstanding voting securities
                  of CSUSA immediately prior to the transaction, with the voting
                  power of each



                                       10
<PAGE>



                  such continuing holder relative to other such continuing
                  holders not substantially altered in the transaction; or

                  (iv) the stockholders of CSUSA shall approve a plan of
                  complete liquidation of CSUSA or an agreement for the sale or
                  disposition of all or a substantial portion of the CSUSA's
                  assets (i.e., fifty percent (50%) or more of the total assets
                  of CSUSA).

                  (f) Employee must be notified in writing by Company or any of
                  its subsidiaries or affiliates at anytime that either Company
                  or any of its subsidiaries or affiliates anticipates that a
                  Change in Control may take place.

         (f)      If it shall be determined that any payment or distribution by
                  Company, the Company or any other person to or for the benefit
                  of the Employee (a "PAYMENT") would be subject to the excise
                  tax imposed by Section 4999 of the Internal Revenue Code of
                  1986, as amended (the "EXCISE TAX"), as a result of the
                  termination of employment of the Employee in the event of a
                  Change in Control, then Company, the Company or the successor
                  to the Company shall pay an additional payment (a "GROSS-UP
                  PAYMENT") in an amount such that after payment by the Employee
                  of all taxes, including, without limitation, any income taxes
                  and Excise Tax imposed on the Gross-Up Payment, the Employee
                  retains an amount of the Gross-Up Payment equal to the Excise
                  Tax imposed on the Payments. Such amount will be due and
                  payable by Company, the Company or the successor to the
                  Company within ten (10) days after the Employee delivers
                  written request for reimbursement accompanied by a copy of the
                  Employee's tax return(s) or other tax filings showing the
                  excise tax actually incurred by the Employee.

13. COMPLETE AGREEMENT. This Agreement sets forth the entire agreement of the
parties hereto relating to the subject matter hereof and supersedes any other
employment agreements or understandings, written or oral, between or among
Company, the Company and Employee. This Agreement is not a promise of future
employment. Employee has no oral representations, understandings or agreements
with Company or any of its subsidiaries or affiliates or any of its officers,
directors or representatives covering the same subject matter as this Agreement.
This Agreement is the final, complete and exclusive statement and expression of
the agreement between Company and Employee and of all the terms of this
Agreement, and it cannot be varied, contradicted or supplemented by evidence of
any prior or contemporaneous oral or written agreements. This written Agreement
may not be later modified except by a further writing signed by a duly
authorized officer of Company and Employee, and no term of this Agreement may be
waived except in writing signed by the party waiving the benefit of such term.

14. NOTICE. Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:



                                       11
<PAGE>



         To Company:                Comfort Systems USA (Texas), L.P.
                                    777 Post Oak Blvd, Suite 500
                                    Houston, Texas  77056
                                    Attention: Law Department

         To Employee:               Norman C. Chambers
                                    6 Maple Loft Place
                                    The Woodlands, TX  77381

         Notice shall be deemed given and effective on the earlier of three (3)
days after the deposit in the U.S. mail of a writing addressed as above and sent
first class mail, certified, return receipt requested, or when actually received
by means of hand delivery, delivery by Federal Express or other courier service,
or by facsimile transmission. Either party may change the address for notice by
notifying the other party of such change in accordance with this paragraph 14.1

15. SEVERABILITY; HEADINGS. If any portion of this Agreement is held invalid or
inoperative, the other portions of this Agreement shall be deemed valid and
operative and, so far as is reasonable and possible, effect shall be given to
the intent manifested by the portion held invalid or inoperative. The paragraph
headings herein are for reference purposes only and are not intended in any way
to describe, interpret, define or limit the extent or intent of this Agreement
or of any part hereof.

16. ARBITRATION. With the exception of paragraphs 3 and 7, any unresolved
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a panel of three (3)
arbitrators in Houston, Texas, in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association
("AAA") then in effect, provided that Employee shall comply with Company's
grievance procedures in an effort to resolve such dispute or controversy before
resorting to arbitration, and provided further that the parties may agree to use
arbitrators other than those provided by the AAA. The arbitrators shall not have
the authority to add to, detract from, or modify any provision hereof nor to
award punitive damages to any injured party. The arbitrators shall have the
authority to order back-pay, severance compensation, vesting of options or
restricted stock (or cash compensation in lieu of vesting of options or
restricted stock), reimbursement of costs, including those incurred to enforce
this Agreement, and interest thereon in the event the arbitrators determine that
Employee was terminated without disability or Cause, as defined in paragraphs
5(a)(ii) and 5(a)(iii), respectively, or that Company has breached this
Agreement in any material respect. A decision by a majority of the arbitration
panel shall be final and binding. Judgment may be entered on the arbitrators'
award in any court having jurisdiction. The direct expense of any arbitration
proceeding shall be borne by Company.

17. GOVERNING LAW. This Agreement shall in all respects be construed according
to the laws of the State of Texas.



                                       12
<PAGE>



18. COUNTERPARTS. This Agreement may be executed simultaneously in two (2) or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

19. THIRD-PARTY BENEFICIARY. The Company is intended to be a third-party
beneficiary under this Agreement, and shall be entitled to enforce the
provisions hereof benefiting the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.


                                  COMFORT SYSTEMS USA (TEXAS), L.P.

                                  By:  Comfort Systems USA G.P., Inc.



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


                                  COMFORT SYSTEMS USA, INC.



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

                                  EMPLOYEE:



                                  /s/ Norman C. Chambers
                                  ----------------------------------------------
                                  Norman C. Chambers




                                       13

</TEXT>
</DOCUMENT>
