CHILL HOLDINGS, INC. STOCK OPTION GRANT NOTICE 2008 STOCK INCENTIVE PLAN

Exhibit 10.23

Performance-Vested Option Agreement

CHILL HOLDINGS, INC.

STOCK OPTION GRANT NOTICE

2008 STOCK INCENTIVE PLAN

Chill Holdings, Inc. (the “Company”), pursuant to the Chill Holdings, Inc. 2008 Stock Incentive Plan (“Plan”), hereby grants to the “Optionholder” identified below a Nonstatutory Stock Option to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan and the Management Stockholders Agreement, all of which are attached hereto and incorporated herein in their entirety. Any capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.

Optionholder:

Date of Grant:

Vesting Commencement Date: [              ], 2008

Number of Shares Subject to Option:

Exercise Price (Per Share): $

Total Exercise Price: $

Expiration Date:

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement, the Management Stockholders Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Option Agreement, the Management Stockholders Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of Shares and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the agreements, if any, listed below:

Attachments: Option Agreement, 2008 Stock Incentive Plan and Management Stockholders Agreement

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VESTING RULES EXHIBIT

1. Definitions

(a) “ EBITDA ” shall mean the “Consolidated EBITDA,” as such term is defined in the Term Loan Credit Agreement dated as of February 13, 2008 among Chill Acquisition, Inc., Goodman Global, Inc., and the several lenders from time to time party thereto (the “Credit Agreement”).

(b) “GAAP” shall have the meaning ascribed to such term in the Credit Agreement.

2. Performance Targets

The performance targets as set forth in Schedule A (the “EBITDA Targets”) will be adjusted by the Committee in good faith to reflect each acquisition or disposition by the Company or any of its Affiliates subsequent to the date of this Performance Option of any business, operation, entity (including the acquisition of only a portion of an entity whose results will be consolidated by Goodman Global, Inc. in accordance with GAAP), division of any entity or any assets outside the ordinary course of business. If the Company makes such an acquisition or disposition in a given year, the EBITDA Target for such year and subsequent years, if applicable, shall be proportionately adjusted, fairly and appropriately, and only to the extent deemed necessary by the Committee (after consultation with the Company’s accountants), in the exercise of its good faith judgment, in order to accurately reflect the direct and measurable effect such acquisition or disposition has or is reasonably expected to have on such EBITDA Target(s). In addition, to the extent applicable, EBITDA Target(s) will be adjusted by the Committee (after consultation with the Company’s accountants) in good faith to reflect any changes in GAAP promulgated by accounting standard setters in order to accurately reflect the effect of such changes on such EBITDA Target(s). The intent of such adjustments is to keep the probability of achieving the EBITDA Targets the same as if the event triggering such adjustment had not occurred. The Committee’s determination of such necessary adjustment(s) shall be made within 90 days following the completion or closing of such event, as applicable, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the EBITDA Targets were originally established. Any such adjustment(s) made in good faith shall be final and binding on all persons.

3. Vesting Rules

Subject to the terms and conditions of the attached Option Agreement, the following rules shall apply to the vesting of the Performance Option:

(a) Subject to the Optionholder’s Continuous Service, an installment consisting of twenty percent (20%) of the shares covered by the Performance Option shall become vested on December 31 of each calendar year 2008 through 2012 if the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year; provided that such installment shall not become vested until the EBITDA as of such December 31 has been determined.

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(b) If the EBITDA as of the end of any calendar year 2008 through 2012 is less than the applicable EBITDA Target with respect to such year (any such year, a “ Missed Year ”), that portion of the Performance Option that was subject to vesting pursuant to paragraph 3(a) with respect to the Missed Year (and which did not become vested with respect to such Missed Year) shall become vested on December 31 of the calendar year immediately following the Missed Year, if it is determined by the Committee that the EBITDA as of such immediately following December 31 equals or exceeds the applicable EBITDA Target for the calendar year immediately following the Missed Year.

(c) The Committee shall make the determination in good faith as to whether the respective EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date after the applicable date of determination as the Committee in its sole discretion shall determine; provided that the determination of EBITDA shall be made by the Committee after the independent auditors of the Company or its Affiliates have delivered their audit report with respect to such fiscal year to the Committee and will be based upon the financial information reflected in such audited financial statements. The Committee’s good faith determination as to whether the EBITDA Targets have been met shall be final, conclusive and binding on the Optionholder.

(d) Notwithstanding the foregoing provisions, but subject to paragraph 3(e) below, any portion of the Performance Option that has not theretofore become vested and exercisable shall, to the extent not previously cancelled or terminated, subject to the Optionholder’s Continuous Service through a Change in Control, become fully vested and exercisable immediately prior to the effective date of a Change in Control.

(e) Notwithstanding the foregoing, but subject to Section 6(b) of the Option Agreement, no Performance Option which is unexerciseable at or following the termination of the Optionholder’s Continuous Service shall thereafter become exercisable.

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CHILL HOLDINGS, INC.

2008 STOCK INCENTIVE PLAN

OPTION AGREEMENT

(PERFORMANCE-BASED STOCK OPTION)

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Chill Holdings, Inc. (the “Company”) has granted you a stock option under the Chill Holdings, Inc. 2008 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of the Option Agreement, unless otherwise specified.

The details and terms and conditions of this Option Agreement shall govern your Nonstatutory Stock Option:

1. Vesting . Subject to the limitations contained herein, your Option will vest as set forth in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. For the purposes of this Option Agreement, in the event of an involuntary termination of Continuous Service, the termination shall be effective, and vesting shall cease, as of the date stated in the relevant notice of termination and, unless otherwise required by law, will not be extended by any notice period or other period of leave. Subject to Applicable Law, the Company shall determine the date of termination in its sole discretion.

2. Number of Shares and Exercise Price . The number of shares of Common Stock subject to your Option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for various adjustme