EMPLOYMENT AGREEMENT

Exhibit 10.12

EXHIBIT B

EMPLOYMENT AGREEMENT

(Charles Carroll)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 13, 2008, is made by and between Chill Acquisition, Inc., a Delaware corporation (the “Company”), and Charles Carroll (“Executive”).

WHEREAS, the Company, Chill Holdings, Inc., a Delaware corporation and the sole shareholder of the Company (“Holdings” or “Parent”), and Goodman Global, Inc., a Delaware corporation (“Goodman”) entered into an Agreement and Plan of Merger, dated as of October 21, 2007 (the “Merger Agreement”), pursuant to which it is intended that Company will merge with and into Goodman (the “Merger”), whereby the Company will cease to exist and Goodman will become a wholly-owned subsidiary of Parent;

WHEREAS, upon the consummation of the Merger, the contracts and obligations of the Company shall become the contracts and obligations of Goodman;

WHEREAS, Executive and Goodman entered into an employment agreement, originally dated as of November 18, 2004, and as subsequently amended on March 7, 2006 (the “Employment Agreement”), which generally sets forth Executive’s severance rights and related obligations in the event Executive’s employment with Goodman is terminated under certain circumstances;

WHEREAS, Executive currently serves as Chief Executive Officer;

WHEREAS, upon the consummation of the Merger, the Company desires to secure for itself and its successors and assigns, which shall, pursuant to the terms of the Merger Agreement, include Goodman, the continuing services of Executive, and Executive desires to provide such continuing services, in each case, pursuant to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Company and Executive hereby agree as follows:

1. Effectiveness; Prior Agreements; Term of Employment.

(a) Effectiveness. Notwithstanding anything to the contrary herein, the operative provisions of this Agreement shall only become effective upon the occurrence of the closing of the Merger (the date of such closing being hereinafter referred to as the “Commencement Date” or the “Closing”). In the event the Merger Agreement is terminated without the Closing having occurred, this Agreement shall be terminated without further obligation or liability of either party hereto. Effective as of the Closing, the Company will merge into Goodman and Goodman will assume all obligations of the Company, including all obligations of the Company under this Agreement and therefore all references to the “Company” hereunder shall mean Goodman, unless the context clearly indicates otherwise.

(b) Prior Agreements. Effective as of the Commencement Date, this Agreement shall supercede all prior agreements between Executive and the Company or any of its affiliates

regarding the terms and conditions of Executive’s employment and severance rights with the Company and its affiliates, including, without limitation, the Employment Agreement (together with all other prior agreements and understandings, the “Prior Agreements”). Subject to the exceptions set forth herein, it is expressly agreed that from and after the Commencement Date, neither the Company nor any of its affiliates shall have any obligations or rights under, and Executive shall have no further obligations or rights under, any Prior Agreement, including, without limitation, any severance, termination or change of control related benefits; except that (i) all prior grants or assignments by Executive to the Company of any rights (including, without limitation, any rights under any license) to any intellectual property, authorship, inventions, materials, documents or other work product under any Prior Agreement shall continue in full force in effect prior to, from and after the Commencement Date, and (ii) Executive’s rights to indemnification, exculpation and the advancement of expenses under the current indemnification agreement between the Company and Executive shall continue in full force with respect to claims arising from Executive’s pre-Commencement Date services with the Company and such rights shall continue for the longer of (x) the applicable statute of limitations with respect to any such claim, or (y) the six-year period commencing on the Commencement Date; provided, that, rights to indemnification with respect of any claim pending or asserted or any claim made within such period shall continue until the resolution of such claim.

(c) Term and Position. Subject to the provisions of Section 6 of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and Holdings for the period commencing on the Commencement Date and ending upon the earlier of (i) the date a suitable replacement commences employment as the next Chief Executive Officer of the Company, and (ii) June 30, 2008 (the “Interim Employment Term”). During the Interim Employment Term, Executive shall also serve as the Chairman of the Board of Directors of the Company and of Holdings (the “Board”). Following the Interim Employment Term, Executive shall serve as the Chairman of the Board, unless otherwise agreed. In the event Executive is no longer serving as Chairman of the Board following the Interim Employment Term, he will be given the opportunity to serve as a non-executive employee of the Company for the period ending no earlier than June 30, 2010 (the period of any such employment together with the Interim Employment Term, the “Employment Term”). During the Employment, Executive shall have such duties and authority as shall be determined from time to time by the Board and such duties and authorities shall be commensurate with Executive’s position at such time.

2. Duties. During the Employment Term, Executive shall devote Executive’s full business time and attention to the performance of Executive’s duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that, nothing herein shall preclude Executive from (i) continuing to serve on any board of directors or trustees of any business corporation or any charitable organization, (ii) being involved in charitable activities, or (iii) managing his personal and family passive investments; provided further that, in each case, and in the aggregate, such activities shall not materially conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 7 hereof.

3. Salary and Annual Bonus.

(a) Base Salary. During the Interim Employment Term, the Company shall pay Executive a base salary at the annual rate of $1,073,900, payable in regular installments in accordance with the Company’s usual payment practices. Following the Interim Employment Term and continuing for the remainder of the Employment Term, the Company shall pay Executive a base salary at the annual rate of $150,000, payable in regular installments in accordance with the Company’s usual payment practices. Without limiting the foregoing, Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board upon its annual review of Executive’s compensation and Executive’s annual base salary, as in effect from time to time, shall hereinafter be referred to as the “Base Salary. Except as expressly set forth above with respect to the period following the Interim Employment Term, the Board may reduce the Base Salary only if such reduction is part of a general cost reduction and is consistent with reductions generally made to other executives of the Company.

(b) Annual Bonus. During the Interim Employment Term, Executive shall be eligible to earn a pro rata annual bonus award for fiscal year 2008 (based on the ratio of (i) the number of days Executive serves as the Chief Executive Officer of the Company during fiscal year 2008, to (ii) 365 days) (the “Annual Bonus”) in a target amount (assuming Executive served as the Chief Executive Officer during the entire fiscal year) equal to 100% of Executive’s Base Salary (the “Target Bonus”) and a maximum bonus opportunity (assuming Executive served as the Chief Executive Officer during the entire fiscal year) of 481.4% of the Target Bonus, based upon the achievement of the performance goals established by the Board within the first three months of the fiscal year. Without limiting the foregoing, Executive’s Annual Bonus shall be calculated in accordance with the table attached hereto as Exhibit A (the “Annual Bonus Table”), whereby the Annual Bonus that shall become payable for fiscal year 2008 shall be the pro-rata portion of the amount equal to the “Percentage of Base Salary” that corresponds with the highest “Level of Achievement” attained by the Company for such year (which, as set forth on Schedule A, shall be tied to the Company’s “EBITDA”). For these purposes, the Company’s “EBITDA” for fiscal year 2008 shall mean the “Consolidated EBITDA,” as such term is defined in the Term Loan Credit Agreement, dated as of February 13, 2008, among Chill Intermediate Holdings, Inc., the Company, the lending institutions party thereto, Barclays Capital (“Barclays”) and General Electric Capital Corporation (“GECC”), as Joint Lead Arrangers, Barclays, Calyon New York Branch and GECC, as joint bookrunners, and GECC as the administrative agent, as may be amended, modified, extended, refinanced, renewed or replaced form time to time. The Company’s “Target” EBITDA for fiscal year 2008 shall be set forth on Schedule A attached hereto. The Annual Bonus, if any, shall be paid to Executive prior to the expiration of the period ending two and one-half months after the end of fiscal year 2008.

4. Equity Participation. Executive’s equity participation in Parent, the Company and any of their subsidiaries or affiliates shall be documented pursuant to the Chill Holdings, Inc. 2008 Stock Incentive Plan (the “Equity Plan”), award agreements issued under the Equity Plan or otherwise (including any option or option rollover agreements), the Management Stockholders Agreement of Chill Holdings, Inc. (the “Management Stockholders Agreement”), and any contribution or subscription agreements relating to the equity of Parent or the Company, each as executed, if applicable, by the Company, Executive, the other “Initial Management Investors” (as defined in the Management Stockholders Agreement) and Parent (collectively, the “Equity Documents”). The Company and Executive each acknowledges that the terms and conditions of

the aforementioned Equity Documents govern Executive’s acquisition, holding, sale or other disposition of Executive’s equity in the Parent, the Company or any of their affiliates, and all of Executive’s rights with respect thereto.

5. Employee Benefits. During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans and payroll practices, as in effect from time to time (collectively, “Employee Benefits”), on the same basis as those benefits are generally made available to other similarly situated executives of the Company.

6. Termination of Employment. The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 60 days advance written notice of any termination initiated by Executive. Notwithstanding any other provision of this Agreement, the provisions of this Section 6 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates; provided that Executive’s rights with respect to Executive’s equity participation in Parent, the Company and their affiliates shall be governed solely by the Equity Documents. For the avoidance of doubt, Executive’s services in any non-employee capacity shall also constitute part of Executive’s “employment” for purposes of this Agreement.

(a) For Cause by the Company or For Any Reason Other than Good Reason by Executive. The Employment Term and Executive’s employment may be terminated by the Company for Cause (as defined below) or by Executive without Good Reason (as defined in Section 6(c) below).

(i) For purposes of this Agreement, Executive can be terminated by the Company for “Cause” due to:

(A) Executive’s willful failure to substantially perform his duties (other than any such failure resulting from Executive’s physical or mental incapacity);

(B) Executive’s willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of the agreement;

(C) Executive’s commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

(D) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the executive’s duties and responsibilities under the agreement; or

(E) Executive’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters.

(ii) If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive:

(A) the Base Salary through the date of termination;

(B) any Annual Bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year, paid in accordance with Section 3 (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company or any of its affiliates);

(C) reimbursement for any unreimbursed business expenses that have been properly incurred by Executive prior to the date of Executive’s termination and that are or have been submitted in accordance with the applicable Company policy;

(D) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company, which shall include payment for any unused vacation in accordance with the Company’s policy then in effect or as otherwise required by applicable law (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”).

(iii) Following termination of Executive’s employment by the Company for Cause or by Executive without Good Reason, and except as set forth in Section 6(a)(ii) directly above, Executive shall have no further rights to any compensation or any other benefits under this Agreement; provided that Executive’s rights with respect to Executive’s equity participation with the Company or any of its affiliates shall be governed solely by the Equity Documents.

(b) Disability or Death. The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company as a result of Executive’s “Disability.”

(i) For purposes of this Agreement, “Disability” means a physical or mental illness, injury or condition that prevents Executive from performing any or all of the essential functions of Executive’s job duties for at least 90 consecutive calendar days, or for at least 120 calendar days, whether or not consecutive, in any 365 calendar day period, as determined by a licensed physician reasonably satisfactory to the Company and Executive. The Board’s good faith determination that Executive has a Disability will be final and binding for purposes of determining the rights and obligations of the parties under this Agreement.

(ii) If Executive’s employment and other services are terminated on account of Executive’s death or Disability, Executive or Executive’s estate (as the case may be) shall be entitled to receive the Accrued Rights.

(iii) Following termination of Executive’s employment and other services due to death or Disability, and except as set forth in Section 6(b)(ii) directly above, Executive shall have no further rights to any compensation or any other benefits under this Agreement; provided that Executive’s rights with respect to Executive’s equity participation with the Company or any of its affiliates shall be governed solely by the Equity Documents.

(c) Without Cause or by Executive for Good Reason.

(i) The Employment Term and Executive’s employment may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.

(ii) Except to the extent expressly contemplated by this Agreement, Executive shall be able to terminate his employment for “Good Reason” following the occurrence of any of the following:

(A) a failure of the Company to continue Executive in his current position or other substantially similar or more senior position;

(B) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority;

(C) a failure of the Company to make any material payment or provide any material benefit under the Agreement;

(D) a material breach by the Company of the Agreement or any option agreement between Executive and the Company; or

(E) the Company relocates Executive’s primary place of employment to a place outside of the 75-mile radius of Executive’s current primary place of employment (it being understood that neither a temporary work assignment nor travel on the Company’s business shall constitute such a relocation);

provided that the occurrence of any of the foregoing events (A), (B), (C), (D) or (E) shall only constitute Good Reason if the Company fails to cure such event within 30 days after receipt from Executive of written notice of such occurrence; provided, further, that Good Reason shall cease to exist following the later of 30 days following its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. For the avoidance of doubt, the parties hereto acknowledge and agree that the changes to Executive’s position (and related duties and authority) as a result or upon the expiration of the Interim Employment Term shall not constitute Good Reason.

(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason during the Interim Employment Term, Executive shall be entitled to receive from the Company:

(A) the Accrued Rights; and

(B) subject to Executive’s continued compliance with the provisions of Sections 7 and 8, and upon execution of the “Release” within 60 days after receipt, which shall be delivered to Executive within 10 days following the termination of Executive’s employment and which shall be substantially in the form attached hereto as Exhibit B:

(1) equal, or substantially equal, payments totaling, in the aggregate, 200% of the sum of the Base Salary and the Target Bonus, which shall be payable in accordance with the Company’s normal payroll practices over the twenty-four month period commencing on the date of termination, provided that the first payment shall be made on the seventy-fifth day following the termination of Executive’s employment and shall include any amounts that would have otherwise been due prior to such seventy-fifth day;

(2) continued participation in the Company’s group heal plan until Executive reaches age 65 or the qualifying age under Medicare, if later, provided that Executive will pay 100% of the applicable COBRA premium, le