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FIX > SEC Filings for FIX > Form 8-K on 22-Mar-2013All Recent SEC Filings

Show all filings for COMFORT SYSTEMS USA INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COMFORT SYSTEMS USA INC


22-Mar-2013

Change in Directors or Principal Officers, Financial Statements and Exhib


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 20, 2013, the Compensation Committee (the "Committee") of the Board of Directors of Comfort Systems USA, Inc. (the "Company") authorized certain equity grants under the Company's Long-term Incentive Plan to executive officers and other key employees for the 2013 fiscal year. The awards under the Long-term Incentive Plan were distributed so that 30% of the awards are in the form of time vesting stock options, 30% in for the form of time vesting restricted stock units, and 40% in the form of dollar-denominated performance vesting restricted stock units. The Company's named executive officers received the following equity grants effective March 20, 2013:

                                                                                    Dollar-
                                                                                  Denominated
                                                                                  Performance
                                                    Time        Time Vesting      Vesting RSUs
Executive                                       Vesting RSUs    Stock Options       (Target)
Brian E. Lane
President and Chief Executive Officer                 16,234           44,476    $      300,000
William George, III
Executive Vice President and Chief Financial
Officer                                               10,909           29,888    $      201,600
Trent McKenna
Vice President and General Counsel                     6,169           16,901    $      114,000
Julie Shaeff
Senior Vice President and Chief Accounting
Officer                                                3,896           10,674    $       72,000

Time vesting restricted stock units. The time vesting restricted stock units listed above vest in three equal installments over a three-year vesting schedule.

Time vesting stock options. The time vesting stock options listed above are exercisable at $13.86 per share, the closing price of the Company's common stock on the date of the grant. They will expire at the earlier of ten years from the date of grant or three months following the executive's termination from employment with the Company, and vest in three equal installments over a three-year vesting schedule.

Dollar-denominated performance vesting restricted stock units. The dollar-denominated performance vesting restricted stock units ("PSUs") are subject to two performance measures: 50% of the PSUs will have an EPS measure, and 50% of the PSUs will have a measure based on total shareholder return relative to the Company's peer group. The PSUs have a three-year performance period and will be eligible to vest at the end of the three-year performance period. Depending on the Company's performance in relation to the established performance measures, the awards may vest at 0-200% of the targeted amount. In the event the Company achieves the necessary performance metrics, the value of the grant will be determined in dollars and settled in stock, so that the actual number of shares awarded will be based on the market price of the Company's common stock at the end of the performance period.

The forgoing description of the 2013 award agreements does not purport to be complete, is intended only as a summary, and is qualified in its entirety by reference to the complete text of the agreements filed herewith and incorporated herein by reference.



Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

10.1     Form of 2013 Restricted Stock Unit Agreement
10.2     Form of 2013 Dollar-denominated Performance Vesting Restricted Stock
         Unit Agreement


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