Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 1, 2025

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36541		46-5399422
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

797 Commonwealth Drive, Warrendale, Pennsylvania 15086

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 359-2100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	LMB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

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

(e) Compensatory Arrangements of Certain Officers.

Adoption of Severance Plan

On January 1, 2025 Limbach Holdings, Inc. (the “Company”) implemented the Limbach Holdings, Inc. Executive Severance and Change in Control Plan, effective January 1, 2025 (the “Severance Plan”). The purpose of the Severance Plan is to provide financial support to a group of senior-level executives of the Company (the “Covered Executives”) following a qualifying termination of employment, consistent with the Company’s values and culture and to help attract and retain highly qualified employees essential to the Company’s success. Under the Severance Plan, Covered Executives involuntarily terminated without cause (or who resign for good reason) outside a specified change in control period may be eligible for severance equal to the executive’s annual base salary plus a “bonus amount,” as well as continuation payments made for the purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA Continuation Payments”), all as more fully set forth in the Severance Plan. Covered executives involuntarily terminated without cause (or who resign for good reason) within the specified change in control period may be eligible for severance at a higher multiple of annual base salary plus a “bonus amount,” additional COBRA Continuation Payments, and accelerated or pro-rated vesting of outstanding equity awards, all as more fully set forth in the Severance Plan.

The Severance Plan includes provisions addressing offsets, potential clawbacks, compliance with Internal Revenue Code Section 409A, and other administrative details.

This description is qualified in its entirety by reference to the full text of the Severance Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Approval of New Equity Award Forms

On January 1, 2025, the Compensation Committee (the “Committee”) of the Company approved two new forms of restricted stock unit (“RSU”) award agreements (together, the “New Equity Award Forms”) under the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). These New Equity Award Forms consist of a:

Performance-Based Restricted Stock Unit Agreement

Performance-based restricted stock units (“PSUs”) vest based on pre-established performance goals tied to relative total shareholder return over a specified performance period. Unvested PSUs may be forfeited upon certain termination events and accelerated vesting may occur in connection with other events. The form agreement includes procedures for satisfying tax withholding obligations and contains restrictive covenants such as non-competition, non-solicitation, and non-disparagement obligations, with the possibility of forfeiture of the units, recovery of shares by the Company and any other available remedies for non-compliance. This New Equity Award Form also has new provisions that take into account the Severance Plan.

Time-Based Restricted Stock Unit Agreement

Time-based restricted stock units (“RSUs”) vest in installments over a predetermined schedule; subject to the participant’s continuous service. Unvested RSUs are generally forfeited upon termination of employment. The agreement includes procedures for satisfying tax withholding obligations and contains restrictive covenants such as non-competition, non-solicitation, and non-disparagement obligations, with the possibility of forfeiture of the units, recovery of shares by the Company and any other available remedies for non-compliance. The RSU form is based on the form previously used by the Company but also has new provisions that take into account the Severance Plan.

These descriptions are qualified in their entirety by reference to the full text of the Performance-Based Restricted Stock Unit Agreement and Time-Based Restricted Stock Unit Agreement, which are filed as Exhibits 10.2 and 10.3 hereto, respectively and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Limbach Holdings, Inc. Executive Severance and Change in Control Plan
10.2		Form of Performance-Based Restricted Stock Unit Agreement
10.3		Form of Time-Based Restricted Stock Unit Agreement
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIMBACH HOLDINGS, INC.


By:	/s/ Jayme L. Brooks
	Name:	Jayme L. Brooks
	Title:	Executive Vice President and Chief Financial Officer

Dated: January 6, 2025

Exhibit 10.1

Limbach Holdings, Inc.
Executive Severance and Change in Control Plan

Purpose. Limbach Holdings, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, and any successor that assumes the obligations of the Company under the Plan, by way of merger, acquisition, or otherwise, the “Company”), hereby adopts the Limbach Holdings, Inc. Executive Severance and Change in Control Plan, effective January 1, 2025 (the “Plan”). The purpose of the Plan is to provide financial support to a select group of senior-level executives of the Company in the period following the termination of their employment, consistent with the values and culture of the Company, and to recognize the valuable contributions made by eligible employees to the Company. The Company further believes that the Plan will help attract and retain highly qualified employees who are essential to its success. Please note that the laws relating to employee benefit plans change frequently and are complex, and if a Plan provision is inconsistent with a law, regulation or ruling, then the Plan Administrator using its powers and authority (including, but not limited to in Section 8 hereof) under the Plan will have the sole right and authority to administer the Plan in accordance with the new law, regulation or ruling, regardless of the terms described herein.¹ Each Covered Executive will be notified of material changes to the Plan in accordance with applicable law. Each Covered Executive should keep a copy of the Plan and the applicable Participation Agreement for his or her records, along with any future materials furnished to such Covered Executive about changes to the Plan.

Definitions. For purposes of the Plan, the following terms will be defined as set forth below:

“Accounting Firm” has the meaning given to such term in Section 5.

“Base Salary” means, as applicable, a Covered Executive’s annual base salary in effect as of the Termination Date, including any salary reductions under Code Sections 132(f), 125, or 401(k), and excluding overtime, bonuses, benefits-in-kind, allowances or other incentives, and any other forms of extra compensation (for example, commissions).

“Board” means the Board of Directors of the Company.

“Bonus Amount” means the higher of (i) a Covered Executive’s annual cash incentive bonus at the target level or its equivalent as determined by the Compensation Committee under any annual incentive plan maintained by the Company and in which the Covered Executive participates for the year in which the termination of his or her employment occurs, or (ii) a Covered Executive’s actual annual cash incentive bonus payout from the prior year, in each case of (i) and (ii) pro-rated for the period of the Covered Executive’s service in any performance period determined by the Compensation Committee. The Compensation Committee will base such determinations on actual performance and using the latest planned forecast during the applicable performance period as though such Covered Executive continued in the employment of the Company. Such Bonus Amount shall be prorated based on the number of days during the applicable performance period that the Covered Executive was employed by the Company, and paid at such time that annual bonuses are paid to active employees of the Company. If actual performance cannot be determined, the Bonus Amount would be determined based on a pro-rated incentive bonus at the target level or its equivalent as determined by the Compensation Committee. For the avoidance of doubt, should the Covered Executive’s Termination Date occur after the completion of any performance period for an annual cash incentive bonus but before the payout of such annual cash incentive bonus the Covered Executive will also be paid such annual cash incentive bonus based on actual performance at such time that annual bonuses are paid to active employees of the Company.

“Cause” means (i) the refusal or neglect of the Covered Executive to perform substantially his or her employment related duties, (ii) the Covered Executive’s personal dishonesty, incompetence, willful misconduct or breach of fiduciary duty, (iii) the Covered Executive’s indictment for, conviction of or entering a plea of guilty or nolo contendere to a crime constituting a felony or his or her willful violation of any applicable law (other than a traffic violation or other offense or violation outside of the course of employment which in no way adversely affects the Company and its Subsidiaries or their reputation or the ability of the Covered Executive to perform his or her employment related duties or to represent the Company or any Subsidiary of the Company that employs such Covered Executive), (iv) the Covered Executive’s failure to reasonably cooperate, following a request to do so by the Company, in any internal or governmental investigation of the Company or any of its Subsidiaries or (v) the Covered Executive’s material breach of any written covenant or agreement with the Company or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere with the Company or such Subsidiary.

“Change in Control” has the meaning given to such term in the Omnibus Plan (as defined herein).

“Change in Control Period” means the three (3) months prior to, and the twelve (12) months following the consummation of a Change in Control of the Company.

“Chief Executive Officer” means the Chief Executive Officer of the Company.

“CIC Qualifying Termination” means the involuntary termination of a Covered Executive’s employment by the Company without Cause or a voluntary resignation by a Covered Executive for Good Reason, in either case, during the Change in Control Period.

“CIC Severance” has the meaning given to such term in Section 4.b

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“COBRA Continuation Payment” has the meaning given to such term in Section 4.h.i.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning given to such term in Section 1.

“Compensation Committee” means the Compensation Committee of the Board.

“Covered Executive” means a salaried employee of the Company who is eligible to receive benefits pursuant to Section 3 of the Plan and who has timely and properly executed and delivered a Participation Agreement to the Company. No employee of the Company who is a party to any other individual agreement or arrangement that provides for severance payments or benefits other than pursuant to the Plan will be considered a Covered Executive and will be excluded from coverage under the Plan, unless otherwise explicitly provided in a written agreement with the Company.

“Disability” shall have the meaning assigned to such term in any individual employment or severance agreement or Award Agreement with the Covered Executive or, if no such agreement exists or the agreement does not define “Disability,” Disability means, with respect to any Covered Executive, that such Covered Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees of the Company or an Affiliate thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Excise Tax” has the meaning given to such term in Section 5.

“Good Reason” means the occurrence of one or more of the following: without a Covered Executive’s written consent: (i) a material reduction in the Covered Executive’s then-current Base Salary or Target Bonus; (ii) a material diminution in the Covered Executive’s authorities, duties, or responsibilities, or the assignment to the Covered Executive of duties inconsistent with the Covered Executive’s then-current authorities, duties or responsibilities; (iii) the Company’s requiring the Covered Executive to be based at an office location which is at least fifty (50) miles from his or her then-current office location and which materially increases such Covered Executive’s travel time from his or her then-current residence; or (iv) failure of any successor of the Company to expressly assume the Plan; provided, that the Covered Executive may not rely on any particular action or event as a basis for terminating his or her employment due to Good Reason unless he or she delivers a notice based on that action or event within ninety (90) days after its occurrence and the Company has failed to correct the circumstances cited by the Covered Executive as constituting Good Reason within thirty (30) days of receiving such notice, and the Covered Executive terminates employment within sixty (60) days following the last date on which the Company was permitted to correct the circumstances cited by the Covered Executive as constituting Good Reason. However, no event shall be considered to constitute Good Reason if the Covered Executive is offered comparable employment with respect to his or her position without giving effect to the events allegedly constituting Good Reason, by the Company or any Affiliate of the Company, regardless of whether the Covered Executive accepts such offer of employment. For the avoidance of doubt, if the Company corrects the circumstances cited by the Covered Executive as constituting Good Reason during the cure period noted above then the Covered Executive shall not be eligible to claim Good Reason termination. An action or event shall only constitute Good Reason for purposes of this Plan if such action or event constitutes good reason within the meaning of Treas. Reg. § 1.409A-1(n)(2).

“Non-CIC Severance” has the meaning given to such term in Section 4.a.

“Non-CIC Qualifying Termination” means the involuntary termination of a Covered Executive’s employment by the Company without Cause or a voluntary resignation by a Covered Executive for Good Reason, in either case, outside of the Change in Control Period.

“Omnibus Plan” means the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan, as may be amended from time to time, or any successor plan thereto.

“Participation Agreement” means the individual agreement provided by the Plan Administrator to a Covered Executive, substantially in the form attached hereto as Exhibit A, which acknowledges the Covered Executive’s participation in the Plan and which has been signed and accepted by the Covered Executive.

“Plan” has the meaning given to such term in Section 1.

“Plan Administrator” means the Company, acting through the Compensation Committee or another duly constituted committee of members of the Board or its delegate, or any person to whom the Plan Administrator has delegated any authority or responsibility with respect to the Plan pursuant to Section 8.a, but only to the extent of such delegation.

aa.

“Senior Leadership Team” means a Covered Executive designated as a Senior Leadership Team Covered Executive by the Compensation Committee.

bb.

“Severance” means, individually or collectively (as the context requires), the CIC Severance and the Non-CIC Severance.

cc.

“Target Bonus” means the Covered Executive’s target annual bonus, if any, under the applicable annual incentive compensation plan of the Company for the fiscal year in which the Termination Date occurs.

dd.

“Termination Date” means the effective date of a Covered Executive’s termination of employment with the Company.

ee.

“WARN Act” means the U.S. Worker Adjustment and Retraining Notification Act or any state or local “pay in lieu of notice” law or regulation.

Eligibility for Severance Benefits.

Right to Severance Benefits. Except as otherwise provided herein, a Covered Executive will be eligible to receive the Severance described in Section 4 in the event of a Non-CIC Qualifying Termination or a CIC Qualifying Termination. Whether a termination is for Cause shall be determined by the Company in its sole discretion, and such interpretation shall be conclusive and binding on all parties. Nothing in this Section 3 is to be construed as modifying or altering an employee’s employment-at-will status.

Ineligibility for Severance Benefits. Notwithstanding any other provision of the Plan to the contrary, an employee will not be eligible for Severance under the Plan in connection with any of the following:

voluntary resignation without Good Reason or voluntary retirement;

ii.

death or Disability;

iii.

involuntary termination for Cause;

iv.

loss of status as a Covered Executive eligible for Severance under the Plan prior to the Termination Date;

In addition, an employee will not be eligible for Severance under this Plan if, at the time of termination of employment, he or she is receiving disability payments under a Company sponsored disability plan or program or is on leave and would otherwise have been terminated, and the reason for such termination would have entitled him or her to Severance hereunder unless and until the cessation of such disability payments or leave.

Severance Benefits. A Covered Executive shall be eligible to receive the benefits described in this Section 4 only if he or she meets the eligibility criteria for Severance described in Section 3 and has signed a Participation Agreement under the Plan.

Note: Nothing in this Section 4, the Plan, a Participation Agreement, an employment agreement or an offer letter from the Company shall entitle a Covered Executive to receive duplicate benefits in connection with a termination of employment. For example, in no event will a Covered Executive be eligible for benefits under both this Plan and an employment agreement between a Covered Executive and the Company. The obligation of the Company to make payments or provide benefits hereunder is expressly conditioned upon the Covered Executive not receiving duplicate payments.

Non-CIC Severance. In the event of a Non-CIC Qualifying Termination (and to the extent the Covered Executive satisfies the eligibility requirements set forth in Section 3), a Covered Executive will receive the following payments, subject to the terms and conditions of the Plan (including the requirement that the Covered Executive execute a Separation Agreement and General Release of Claims, as described in Section 4.i.i herein):

Employment Level

Cash Severance

COBRA Continuation Payment

Chief Executive Officer & Senior Leadership Team

1x Base Salary plus

Bonus Amount

12 months

The Cash Severance and the COBRA Continuation Payment set forth above, plus the bonus award treatment described below in Section 4.c, are collectively referred to herein as the “Non-CIC Severance.”

CIC Severance. In the event of a CIC Qualifying Termination (and to the extent the Covered Executive satisfies the eligibility requirements set forth in Section 3, a Covered Executive will receive the following payments, subject to the terms and conditions of the Plan (including the requirement that the Covered Executive execute a Separation Agreement and General Release of Claims, as described in Section 4.i.i herein):

Employment Level

Cash Severance

COBRA Continuation Payment

Chief Executive Officer

3x Base Salary plus

Bonus Amount

36 months

Senior Leadership Team

2x Base Salary plus

Bonus Amount

24 months

The Cash Severance and the COBRA Continuation Payment set forth above, plus the bonus and equity award treatment described below in Sections 4.c and 4.d, respectively, are collectively referred to herein as the “CIC Severance.”

Treatment of Bonus Amount in Year of Termination (Non-CIC Qualifying Termination and CIC Qualifying Termination). If a Covered Executive experiences a Non-CIC Qualifying Termination or CIC Qualifying Termination and on the Termination Date was eligible to earn a performance-based annual cash incentive bonus pursuant to any Company plan or other agreement or arrangement with the Company in respect of the fiscal year in which the Termination Date occurs, the Covered Executive shall receive a payment equal to the Bonus Amount.

Treatment of Outstanding Equity Awards (CIC Qualifying Termination Only). Subject to the terms and conditions of the Plan (including the requirement that the Covered Executive execute a Separation Agreement and General Release of Claims, as described in Section 4.i.i herein), in the event of a CIC Qualifying Termination only, (i) notwithstanding anything to the contrary in the Omnibus Plan or the applicable award agreements thereunder, any outstanding and unvested time-vesting awards held by the Covered Executive under the Omnibus Plan will automatically vest in full as of the Termination Date, and (ii) any outstanding performance-vesting awards held by the Covered Executive under the Omnibus Plan will vest based on the Company’s latest planned forecast during the applicable performance period as though such Covered Executive continued in the employment of the Company during the applicable performance period (i.e., the latest planned forecast for the applicable performance period will be used to determine vesting for such awards).

Certain Reductions. The amount of a Covered Executive’s Severance may be reduced by any amount that he or she owes to the Company (such as cash advances, outstanding loans, applicable relocation and education assistance reimbursements, etc.).

Offset for WARN Act Payments. Severance under the Plan may be subject to reduction as described below in connection with certain payments a Covered Executive may be entitled to receive pursuant to any federal, state or local plant-closing or mass layoff law (or similar or analogous) law, including, without limitation, any WARN Act. If a Covered Executive is entitled to payment of base pay for any portion of a WARN Act notice period during which he or she is not required to work, then any Severance hereunder may be reduced by the amount of such payments.

How the Severance Payments Are Paid Any Cash Severance under the Plan shall be payable as follows: (i) in the event of a Non-CIC Qualifying Termination, in substantially equal installments over the number of months specified in the calculation thereof in Section 4.a following the Covered Executive’s employment termination date, in accordance with the Company’s standard payroll payment schedule; provided, that no portion of the Cash Severance will be payable or paid prior to the execution of, or, if applicable, the end of the revocation period for, the Separation Agreement and General Release of Claims, or (ii) in the event of a CIC Qualifying Termination, in a lump sum as soon as reasonably practicable following the execution of, if applicable, at the end of the revocation period for, the Separation Agreement and General Release of Claims.

COBRA Continuation Payment and Other Benefits. Upon a termination of employment, a Covered Executive is not considered an employee of the Company for any purpose, including eligibility under any employee benefit plan. However, as noted in Sections 4.a and 4.b, to the extent that a Covered Executive is eligible therefor, the Severance will include a COBRA Continuation Payment.

COBRA Continuation Payment. If a Covered Executive was enrolled in a Company health plan on the Termination Date, the Covered Executive will be provided with a lump-sum payment equal to the total cost of the employee’s portion of monthly premiums associated with coverage under COBRA for the total number of months specified in the calculation of his or her Cash Severance (“COBRA Continuation Payment”). For the avoidance of doubt, the COBRA Continuation Payment is a component of the Severance and is only payable if the Covered Executive timely executes and does not revoke the Separation Agreement and General Release. It is payable as soon as reasonably practicable following the execution of, or, if applicable, the end of the revocation period for, the Separation Agreement and General Release of Claims.

ii.

Other Benefits. Payments relating to a Covered Executive’s accrued and unused PTO days will be determined in accordance with applicable law and the applicable Company plans, programs and/or policies.

The Plan Administrator may, in its sole discretion, provide for such other severance benefits as may be expressly communicated in a Covered Executive’s Separation Agreement and General Release of Claims under the Plan, subject to any conditions or limitations as may be determined by the Plan Administrator and subject to the provisions of Section 4.

All other employee benefit plan coverage, and eligibility to participate in the Company’s employee benefit plans, will end as of the Termination Date.

Other Provisions Affecting Severance Benefits.

Separation Agreement and General Release of Claims. The obligation of the Company to pay Severance to a Covered Executive (including any COBRA Continuation Payments and, if applicable, accelerated vesting of any equity awards) is expressly conditioned upon the Covered Executive timely executing and complying with the provisions of a Separation Agreement and General Release of Claims in a form that will be provided by the Company. To be eligible to receive Severance offered under this Plan, a Covered Executive must execute and return a Separation Agreement and General Release of Claims during the requisite time period, and if applicable, must not have revoked his or her acceptance to the terms of the Separation Agreement and General Release of Claims. If a Covered Executive violates any of the provisions of the Separation Agreement and General Release of Claims, he or she may forfeit eligibility to receive any further Severance under the Plan, and the Company may recover a portion of the Severance already paid. If the Severance constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A(d)(1) and the period to consider the Separation Agreement and General Release of Claims and, if applicable, to revoke the Separation Agreement and General Release of Claims plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance, including any COBRA Continuation Payment, shall be paid until the Company’s first payroll payment date in the year following the year in which the termination of employment occurs, and any amount that is not paid prior to such date due to such restriction shall be paid (subject to the applicable conditions) along with the installment scheduled to be paid on that date.

ii.

No Mitigation. A Covered Executive will not be required to mitigate the amount of any benefits provided for in the Plan by seeking other employment and no such benefits shall be offset or reduced by the amount of any compensation or benefits provided to him or her in any subsequent employment, except as provided herein.

iii.

Cessation and Repayment of Severance Benefits. All payments and benefits under the Plan shall cease immediately and be subject to repayment under any of the following circumstances:

Covered Executive is rehired by the Company or hired by one of its affiliates in a position commensurate with his or her experience and training within six (6) months of the date that he or she becomes eligible for Severance;

upon discovery by the Company within the three (3) months following the termination of a Covered Executive’s employment that while working as an employee of the Company, he or she engaged in a criminal act or any other activity that would have constituted Cause and would have resulted in the Covered Executive being ineligible for benefits under Section 3; or

upon discovery by the Company that the Covered Executive has violated confidentiality or other covenants to which he or she may be subject.

Covered Executive’s Severance becomes subject to recoupment, clawback or similar right of the Company under any clawback policy of the Company or any rule or regulation that requires the Covered Executive’s Severance to be clawedback or to cease being provided.

Code Section 280G. If any payment or benefit received or to be received by a Covered Executive (including any payment or benefit received pursuant to this Plan or otherwise) would be, in whole or in part, subject to the excise tax imposed by Code Section 4999, or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the payments or benefits provided under this Plan or any other agreement pursuant to which he or she receives payments that give rise to the Excise Tax will either be (a) paid in full, or (b) reduced to the extent necessary to make such payments and benefits not subject to such Excise Tax. The Company will reduce or eliminate the payments in the following order of priority in a manner consistent with Code Section 409A: (i) first by reducing cash compensation, (ii) next, from equity compensation, and then (iii) pro rata among all remaining payments and benefits, in each case, in reverse order beginning with payments that are to be paid the farthest in time from the determination. The Covered Executive will receive the greater, on an after-tax basis, of (a) or (b). In no event will the Company be required to gross up any payment or benefit to avoid the effects of the Excise Tax or to pay any regular or excise taxes arising from the application of the Excise Tax. Unless the Covered Executive and the Company otherwise agree in writing, any parachute payment calculation will be made in writing by the Accounting Firm, whose calculations will be conclusive and binding upon the Covered Executive and the Company for all purposes. The Covered Executive and the Company will furnish to the Accounting Firm such information and documents as they may reasonably request in order to make a parachute payment determination. The Accounting Firm also will provide its calculations, together with detailed supporting documentation, both to the Covered Executive and the Company, before making any payments that may be subject to the Excise Tax. For purposes of the Plan, “Accounting Firm” means the then-current independent auditors of the Company if they are eligible to undertake such work based on the rules and regulations that govern such auditors, or such other nationally recognized certified public accounting firm as may be designated by the Company.

The Company, by action of the Plan Administrator, reserves the right, in its sole discretion, to terminate the Plan or amend the Plan or any Participation Agreement, in whole or in part, at any time; provided that, without a Covered Executive’s written consent, (i) no amendment or termination of the Plan or any Participation Agreement shall adversely affect the rights of any Covered Executive who has incurred a Non-CIC Qualifying Termination or CIC Qualifying Termination, and (ii) no amendment or termination of the Plan shall occur once the Change in Control Period has begun, if such amendment or termination would reduce or alter to the detriment of a Covered Employee the benefits payable, or potentially payable, hereunder or impair a Covered Executive’s eligibility under the Plan.

Employment Status. The Plan does not constitute a contract of employment, and nothing in the Plan provides or may be construed to provide that participation in the Plan is a guarantee of continued employment.

Withholding of Taxes. The Company shall withhold from any amounts payable under the Plan all federal, state, local or other taxes that are legally required to be withheld.

No Effect on Other Benefits. Except as specially set forth herein, neither the provisions of this Plan nor the payments and benefits provided for hereunder shall reduce any amounts otherwise payable to a Covered Executive under any incentive, retirement, group insurance or other employee benefit plan. The Company and its affiliates reserve the right to terminate, amend, modify, suspend, or discontinue any other plan, program or arrangement of the Company or its affiliates in accordance with such, plan, program and arrangement and applicable law.

Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any ruling of invalidity or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Unfunded Obligation. All payments and benefits under the Plan shall constitute unfunded obligations of the Company. All payments and benefits under this Plan shall be provided, as due, from the general funds of the Company. The Plan shall constitute solely an unsecured promise by the Company to provide such benefits to each Covered Executive to the extent provided herein.

Governing Law. This Plan is intended to constitute an unfunded “employee welfare benefit plan” maintained for the purpose of providing severance benefits and a “top-hat” plan maintained for the benefit of a select group of management or highly compensated employees of the Company. The Plan is intended to be excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under ERISA Section 3(2). The Plan, each Participation Agreement and all rights hereunder shall be governed and construed in accordance with ERISA and, to the extent not preempted by Federal law, with the laws of the State of Delaware (unless a Covered Executive’s Participation Agreement provides that the laws of a different state will govern with respect to such Covered Executive).

Code Section 409A. To the fullest extent possible, amounts and other benefits payable under the Plan are intended to be exempt from the definition of “nonqualified deferred compensation” under Code Section 409A in accordance with one or more exemptions available under the final Treasury Regulations promulgated under Code Section 409A. To the extent that any amount or benefit is or becomes subject to Code Section 409A, this Plan is intended to comply with the applicable requirements of Code Section 409A with respect to such amount or benefit so as to avoid the imposition of taxes and penalties. This Plan shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statements of intent.

The Plan Administrator, in its sole discretion, may modify the timing of payments and benefits hereunder for the sole purpose of exempting said payments and benefits from Code Section 409A. To the extent that any payment or benefit hereunder is modified in order to comply with Code Section 409A or is exempted from Code Section 409A, such modification or exemption shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to a Covered Executive and the Company of the applicable payment or benefit without violating the provisions of Code Section 409A. In no event, however, shall the Company be liable for any tax, interest or penalty imposed on a Covered Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.

		If a Covered Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of his or her Termination Date, such Covered Executive will not be entitled to any payment or benefit pursuant to the Plan that constitutes nonqualified deferred compensation for purposes of Code Section 409A and that is payable upon a separation from service (within the meaning of Code Section 409A) until the earlier of (A) the date which is six (6) months after his or her separation from service for any reason other than death, or (B) the date of his or her death. This paragraph will only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to a Covered Executive upon or in the six (6) month period following the Covered Executive’s separation from service that are not so paid by reason of this Section 7.g will be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the date that is six (6) months after his or her separation from service (provided, that in the event of his or her death after such separation from service but prior to payment, then such payment will be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of his or her death).

		For purposes of Code Section 409A, a Covered Executive’s right to receive any installment payments under the Plan shall be treated as a right to receive a series of separate and distinct payments and any and all exceptions to the definition of “deferred of compensation” under Treas. Reg. § 1.409A-1(b) shall be applied separately to each payment to the maximum extent permitted by law. Whenever a payment under the Plan specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Plan Administration and Benefit Claims.

Plan Administrator. The administration of the Plan is the responsibility of the Plan Administrator. The Plan Administrator has the discretionary authority and responsibility for, among other things, determining eligibility for benefits, adopting such rules and regulations as may be necessary or desirable for the proper and efficient administration of the Plan, and construing and interpreting the terms of the Plan. In addition, the Plan Administrator has the authority, at its discretion, to delegate its responsibility to others. Any decision made or other action taken by the Plan Administrator with respect to the Plan, and any interpretation (including, without limitation, the power to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision)by the Plan Administrator of any term or condition of the Plan, or any related document (including, without limitation, any Participation Agreement), will be conclusive and binding on all persons, including, without limitation, the Company and each Covered Executive, and will be given the maximum deference afforded by law. The chart in Section 9 contains contact information for the Plan Administrator.

Claims for Benefits. If a Covered Executive believes that he or she is entitled to benefits under the Plan, he or she may contact the Plan Administrator in writing at the address provided in the chart in Section 9. All initial claims for benefits under the Plan must be made prior to the first anniversary of the Termination Date giving rise to such benefits. For purposes of this Section 8.b, any action required or authorized to be taken by a Covered Executive may be taken by his or her authorized representative. The claims review procedures are as follows.

		A Covered Executive will be notified in writing if he or she is denied benefits under the Plan, in full or in part, within ninety (90) days after the receipt of his or her claim (which period may be extended to one hundred eighty (180) days if circumstances require). This notice will include the reasons for the denial, the specific provision(s) of the Plan on which the denial is based, a description of any additional information needed to perfect the claim (and why such information is required), and an explanation of the Plan’s claims review procedure. If an extension of time is required for the review, the Covered Executive will receive notice of the reason for the extension within the initial ninety (90) day period and a date by which he or she can expect a decision.

		If a Covered Executive’s claim for benefits under the Plan is denied in full or in part, he or she may appeal the decision. To appeal a decision, the Covered Executive must submit a written request for an appeal to the Plan Administrator through the U.S. Postal Service or other courier service within sixty (60) days after he or she receives notice of the denial of his or her claim. The appeal may include information or other documentation in support of his or her claim. A Covered Executive is entitled to review all Plan documents and other relevant information related to his or her claim in preparing his or her appeal (and such materials shall be provided to the Covered Executive free of charge upon request). A Covered Executive may have an authorized person represent him or her during the appeal process. Any documents or records that support the Covered Executive’s position must be submitted with his or her appeal letter.

		A Covered Executive’s appeal will be reviewed, taking into account all comments, documents, records and other information submitted that relates to his or her claim without regard to whether such information was submitted or considered in the initial determination. The review of a Covered Executive’s appeal will not afford deference to the initial claim determination and will not be conducted by the same person or body that conducted the initial claim determination (or by a subordinate of that person or body). A Covered Executive will receive written notice of the decision within sixty (60) days (which may be extended to one hundred twenty (120) days if circumstances require). This notice will include the reasons for the denial, the specific provision(s) of the Plan on which the denial is based, a statement that the Covered Executive is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to his or her claim and a statement of his or her right to bring an action under ERISA Section 502(a). If an extension of time is required for the review, a Covered Executive will receive notice of the reason for the extension within the initial sixty (60) day period and a date by which he or she can expect a decision.

		Any decision on appeal shall be final, conclusive and binding upon all parties. It is the intent of the Plan sponsor that the standard of review applied by a court of law or a professional arbitrator to any challenge to a denial of benefits on final appeal under these procedures shall be an arbitrary and capricious standard and not a de novo review.

Legal Action. A Covered Executive may not bring a lawsuit to recover benefits under the Plan until he or she has exhausted the internal administrative process described above. No legal action may be commenced at all unless commenced no later than one (1) year following the issuance of a final decision on the claim for benefits, or the expiration of the appeal decision period if no decision is issued. This one (1) year statute of limitations on suits for all benefits shall apply in any forum where a Covered Executive may initiate such a suit.

Assistance with Questions. If a Covered Executive has any questions about the Plan, he or she should contact the Plan Administrator.

10.

Other Administrative Information.

Name of Plan	Limbach Holdings, Inc. Executive Severance and Change in Control Plan
Type of Plan	Employee welfare benefit plan
Plan Records	Kept on a calendar-year basis
Plan Year	January 1 – December 31
Plan Funding	The Company provides severance benefits from general assets.
Plan Sponsor	Limbach Holdings, Inc. Email:
Plan Sponsor’s EIN
Plan Number
Plan Administrator and Named Fiduciary	Limbach Holdings, Inc. Attention: Plan Administrator of the Limbach Holdings, Inc. Executive Severance and Change in Control Plan Email:
Agent for Service of Legal Process on the Plan	Service of legal process on the Plan may be made upon the Plan Administrator at the address and phone number provided above.
Trustee	Not applicable
Insurance Company	Not applicable

Exhibit A
Limbach Holdings, Inc.
Executive Severance and Change in Control Plan

Form of Participation Agreement (Senior Leadership Team)

This Participation Agreement (this “Agreement”) is made and entered into by and between [●] (“you” or “Covered Executive”) and Limbach Holdings, Inc. (the “Company”) pursuant to the Limbach Holdings, Inc. Executive Severance and Change in Control Plan (the “Plan”). Any capitalized terms used in this Agreement but not defined herein shall have the meanings given to such terms in the Plan.

You have been designated as a Covered Executive for purposes of the Plan. A copy of the Plan is attached hereto, the terms and conditions of which are incorporated by reference herein. Pursuant to the Plan, you are eligible to receive the following severance payments and benefits in connection with a Non-CIC Qualifying Termination or CIC Qualifying Termination, subject to the terms and conditions of the Plan.

Non-CIC Qualifying Termination

If you experience a Non-CIC Qualifying Termination and are otherwise eligible to receive benefits under the Plan, you will receive the following, subject to the terms and conditions of the Plan (including, without limitation, the requirement that you timely execute, and do not revoke, a Separation Agreement and Release of Claims):

Cash Severance: You will receive Cash Severance equal to the sum of (i) 1x your Base Salary and (ii) your Bonus Amount, payable as set forth in the Plan.

COBRA Continuation Payment: If you were enrolled in a Company health plan on the Termination Date, you will receive a COBRA Continuation Payment representing the cost of twelve (12) months of premiums associated with coverage under COBRA, as more fully set forth in the Plan.

CIC Qualifying Termination

If you experience a CIC Qualifying Termination and are otherwise eligible to receive benefits under the Plan, you will receive the following, subject to the terms and conditions of the Plan (including, without limitation, the requirement that you timely execute, and do not revoke, a Separation Agreement and Release of Claims):

Cash Severance: You will receive Cash Severance equal to the sum of (i) 2x your Base Salary and (ii) your Bonus Amount, payable as set forth in the Plan.

COBRA Continuation Payment: If you were enrolled in a Company health plan on the Termination Date, you will receive a COBRA Continuation Payment representing the cost of twenty-four (24) months of premiums associated with coverage under COBRA, as more fully set forth in the Plan.

Equity Awards: Subject to the Plan, any outstanding and unvested time-vesting awards held by you under the Omnibus Plan will automatically vest in full as of your Termination Date, and any outstanding performance-vesting awards held by you under the Omnibus Plan will vest based on the Company’s latest planned forecast during the applicable performance period as though you continued in the employment of the Company during the applicable performance period (i.e., the latest planned forecast for the applicable performance period will be used to determine vesting for such awards).

Non-Duplication of Payments or Benefits

If (i) you experience a Non-CIC Qualifying Termination prior to a Change in Control that qualifies you for Non-CIC Severance under the Plan and this Agreement and (ii) a Change in Control occurs within the three (3) month period thereafter that would qualify you for CIC Severance under the Plan and this Agreement, then you will cease receiving any further payments or benefits under the Plan and this Agreement in connection with the Non-CIC Qualifying Termination, and the CIC Severance otherwise payable on a CIC Qualifying Termination will be offset by the corresponding payments or benefits already paid under this Agreement upon a Non-CIC Qualifying Termination.

Other Provisions

You agree that the Plan and this Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement (as to time-vesting and performance-vesting awards) entered into between you and the Company. In the event of any conflict between this Agreement and the Plan, the Plan shall control, unless otherwise expressly provided herein. For the avoidance of doubt, any rights or remedies that you may have related to the acceleration of vesting of any equity award agreement upon the occurrence of death, Disability, retirement and/or a reduction in force are not impacted by this paragraph.

Notwithstanding Section 6.F of the Plan, with respect to your participation therein and any benefits provided to you thereunder, the Plan, this Agreement and all rights thereunder shall be governed and construed in accordance with ERISA and, to the extent not preempted by Federal law, with the laws of the State of Delaware.

Section 8 of the Plan is hereby incorporated by reference and the powers and rights of the Plan Administrator under the Plan will control any interpretation (including, without limitation, the power to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision) by the Plan Administrator of any term or condition of this Agreement, or any related document, and will be conclusive and binding on all persons, including, without limitation, the Company and you, and will be given the maximum deference afforded by law.

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

By your signature below, you and the Company agree that your participation in the Plan is governed by this Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Plan; (2) you have carefully read this Agreement and the Plan and you acknowledge and agree to its terms; and (3) decisions and determinations made by the Plan Administrator under the Plan will be final and binding on you and your successors. This Agreement will be effective as of the last date set forth below.

Limbach Holdings, Inc.			COVERED EXECUTIVE
By:

Its

Date:

Form of Participation Agreement (Chief Executive Officer)

This Participation Agreement (this “Agreement”) is made and entered into by and between [●] (“you” or the “Covered Executive”) and Limbach Holdings, Inc. (the “Company”) pursuant to the Limbach Holdings, Inc. Executive Severance and Change in Control Plan (the “Plan”). Any capitalized terms used in this Agreement but not defined herein shall have the meanings given to such terms in the Plan.

Non-CIC Qualifying Termination

Cash Severance: You will receive Cash Severance equal to the sum of (i) 1x your Base Salary and (ii) your Bonus Amount, payable as set forth in the Plan.

CIC Qualifying Termination

Cash Severance: You will receive Cash Severance equal to the sum of (i) 3x your Base Salary and (ii) your Bonus Amount, payable as set forth in the Plan.

COBRA Continuation Payment: If you were enrolled in a Company health plan on the Termination Date, you will receive a COBRA Continuation Payment representing the cost of thirty-six (36) months of premiums associated with coverage under COBRA as more fully set forth in the Plan.

Non-Duplication of Payments or Benefits

Other Provisions

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Limbach Holdings, Inc.			COVERED EXECUTIVE
By:

Its

Date:

Exhibit 10.2

Form of Performance-Based Award for Executives (2025 TSR Version)

Limbach Holdings, Inc. Omnibus Incentive Plan

Performance-based RESTRICTED STOCK UNIT AGREEMENT

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of January 1, 2025, (the “Grant Date”) by and between Limbach Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”), pursuant to the Limbach Holdings, Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

WHEREAS, the Company desires from time to time to grant Awards with respect to shares (the “Shares”) of its common stock, par value $0.0001 per Share (the “Common Stock”), to certain key Employees, non-employee Directors and Consultants of the Company and its Subsidiaries or Affiliates;

WHEREAS, the Company has adopted the Plan in order to effect such Awards; and

WHEREAS, the Participant is an Eligible Recipient as contemplated by the Plan, and the Committee has determined that it is in the interest of the Company to grant this Award to the Participant.

NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto agree as follows:

1.            Grant and Vesting of Restricted Stock Units.

(a)            As of the Grant Date, the Participant will be credited with [______] performance-vesting Restricted Stock Units (the “Units”). Each Unit is a notional amount that represents one unvested Share and constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of a Share if and when the Unit vests. The number of Units subject to this Award may be adjusted in any manner as contemplated by Section 5 of the Plan. The vesting of the Units shall be measured from January 1, 2025, (the “Vesting Commencement Date”).

(b)            The Units, to the extent earned in accordance with Schedule A, shall vest and be payable in accordance with Section 4 upon the determination by the Committee that the Units have been earned by the Participant (the “Vesting Date”), subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director or Consultant (“Service”), from the Vesting Commencement Date through the Vesting Date, except as may otherwise be provided in the Participant’s employment or other services agreement with the Company (if applicable). To the extent the Performance Goals set forth on Schedule A are not satisfied or only partially satisfied as of the completion of the Performance Period (as defined in Schedule A), all unvested Units shall be automatically forfeited for no consideration as of the expiration of the Performance Period.

2.            Rights as a Stockholder.

(a)            Unless and until a Unit has vested and the Share underlying it has been distributed to the Participant, the Participant will not be entitled to vote in respect of that Unit or that Share.

(b)            Except as provided in this Section 2 or as otherwise required by law, the Participant shall not have any rights as a stockholder with respect to any Shares covered by the Units granted hereunder prior to the date on which he or she is recorded as the holder of those Shares on the records of the Company.

3.            Termination of Service and Change in Control.

(a)            Except as provided in this Section 3, as may otherwise be provided in the Participant’s employment or other services agreement with the Company or as may otherwise be determined by the Committee in its discretion, the Participant shall immediately forfeit all unvested Units upon a termination of Service occurring for any reason.

(b)            Notwithstanding anything contained in this Agreement to the contrary, if the Participant’s Service is terminated by the Company for Cause, the Committee may, in its discretion, determine that all vested and unvested Units shall be automatically forfeited as of the date of termination, and require the Participant to pay to the Company in cash any financial gain he or she received with respect to vested Units within the twelve (12) month period immediately preceding such conduct constituting Cause.

(c)            In the event of a Change in Control that occurs prior to the Committee’s determination and certification of the achievement of the Performance Goals set forth on Schedule A, to the extent the successor entity in the Change in Control does not assume the award of Units or substitute the awards with an equivalent award on terms that are no less favorable to the Participant, then the Units granted hereunder will vest immediately upon the effective date of the Change in Control based on the achievement of the Performance Goals as determined by the Committee as of the effective date of the Change in Control and be payable in accordance with Section 4.

(d)            In the event of a Change in Control that occurs prior to the Committee’s determination and certification of the achievement of the Performance Goals set forth on Schedule A, to the extent the successor entity in the Change in Control assumes the award of Units or substitutes the award with an equivalent award on terms that are no less favorable to the Participant, then the Units granted hereunder will vest immediately upon the effective date of a termination of the Participant’s Service by the Company without Cause or by the Participant for Good Reason (as defined in the Participant’s employment, severance protection agreement or similar agreement, provided that if no such agreement exists or no definition of Good Reason is provided therein, then Good Reason shall not exist) (a “Qualifying Termination”) based on the achievement of the Performance Goals as determined by the Committee as of the effective date of the Qualifying Termination and be payable in accordance with Section 4.

4.            Timing and Form of Payment.

(a)            Once a Unit vests, the Participant will be entitled to receive a Share in its place or, in the Committee’s discretion, an equivalent amount in cash (or partly in cash and partly in Shares). Delivery of the Shares or cash, as applicable, will be made as soon as administratively feasible following the vesting of the associated Unit, and in no event later than the seventy fifth (75^th) day following the applicable Vesting Date. Any Shares paid will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership of the Shares at that time.

5.            Tax Withholding.

(a)            Participant understands that under United States federal tax laws in effect on the Grant Date, Participant will have taxable compensation income at the time of vesting of the Units based on the Fair Market Value of the underlying Shares on each Vesting Date. Participant is ultimately responsible for all taxes owed in connection with the Award (e.g., at grant, vesting or upon receipt of the Shares), including any federal, state, local or foreign taxes of any kind required by law to be withheld by the Company or any of its Subsidiaries in connection with the Award, including FICA or any other tax obligation (the “Tax Withholding Obligation”), regardless of any action the Company or any of its Subsidiaries take with respect to any such Tax Withholding Obligation. The Company makes no representation or undertaking regarding the adequacy of any tax withholding made in connection with the Award. The Company has no obligation to deliver Shares pursuant to the Award until Participant has satisfied the Tax Withholding Obligation.

(b)           In order to satisfy Participant’s obligations set forth in Section 5(a), Participant hereby irrevocably appoints any brokerage firm acceptable to the Company for such purpose (the “Agent”) as Participant’s Agent, and authorize the Agent, to:

(i)

Sell on the open market at the then prevailing market price(s), on Participant’s behalf, as soon as practicable on or after the settlement date for any Units that have vested and are no longer subject to forfeiture according to the terms of this Agreement (each such Unit, a “Vested Unit”), the minimum number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the amount of any Tax Withholding Obligation and all applicable fees and commissions due to, or required to be collected by, the Agent;

(ii)

Remit directly to the Company the cash amount necessary to cover the payment of such Tax Withholding Obligation, as of such date;

(iii)

Retain the amount required to cover all applicable brokerage fees, commissions and other costs of sale due to, or required to be collected by, the Agent, relating directly to the sale of Shares referred to in clause (i) above; and

(iv)

Remit any remaining funds to Participant.

(c)            As of the date of execution of this Agreement, Participant represents and warrants that Participant is not aware of any material nonpublic information with respect to the Company or any securities of the Company; are not subject to any legal, regulatory or contractual restriction that would prevent the Agent from conducting sales as provided herein; do not have, and will not attempt to exercise, authority, influence or control over any sales of Shares effected pursuant to this Section 5(b); and are entering into this Section 5(b) of this Award Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading of the Company’s securities on the basis of material nonpublic information) under the Exchange Act. It is the intent of the parties that this Section 5(b) comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Award Agreement will be interpreted to comply with the requirements of Rule 10b5-1(c) of the Exchange Act.

(d)            Participant understands that the Agent may affect sales as provided in clause (i) above jointly with sales for other employees of the Company and that the average price for executions resulting from bunched orders will be assigned to Participant’s account. Participant acknowledges that neither the Company nor the Agent is under any obligation to arrange for such sales at any particular price, and that the proceeds of any such sales may not be sufficient to satisfy Participant’s Tax Withholding Obligation. In addition, Participant acknowledges that it may not be possible to sell Shares as provided by this Section 5(b) due to (1) a legal or contractual restriction applicable to Participant or the Agent, (2) a market disruption, or (3) rules governing order execution priority on the Nasdaq Stock Market or other exchange where the Shares may be traded. In the event of the Agent’s inability to sell any Shares or that number of Shares sufficient to cover Participant’s Tax Withholding Obligation, Participant will continue to be responsible for payment to the Company of all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld.

(e)            Participant acknowledges that regardless of any other term or condition of this Award Agreement, neither the Agent nor the Company will be liable to Participant for (1) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond the Agent’s reasonable control.

(f)            Participant hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent or the Company reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 5(b). The Agent is a third party beneficiary of this Section 5(b).

(g)            Notwithstanding the foregoing terms of this Section 5(b), if Participant is subject to “blackout periods” under the Company’s Insider Trading Policy and Participant executes the Award Notice during a “blackout period,” Participant’s agreement to the terms of this Section 5(b) will not be deemed effective and Participant will be required to and responsible for ensuring that Participant agrees to the terms of this Section 5(b) at a time that is outside of a “blackout period.”

(h)            Notwithstanding the foregoing, to the maximum extent permitted by law, the Company has the right to retain without notice from Shares issuable under the Award or from salary or other amounts payable to Participant, a number of whole Shares or cash having a value sufficient to satisfy the Tax Withholding Obligation, and Participant hereby authorize the Company to do so (which Shares may be withheld up to the applicable minimum required tax withholding rate or such other applicable rate to avoid adverse treatment for financial accounting purposes).

(d) Furthermore, Participant acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Withholding Obligations or tax treatment in connection with any aspect of the Award, including but not limited to, the grant, vesting, the issuance of Shares upon vesting, the subsequent sale of Shares acquired pursuant to the Award and the receipt of any dividends, and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax Withholding Obligations or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax Withholding Obligations in more than one jurisdiction.

6.            Non-Competition, Non-Solicitation and Non-Disparagement.

(a)            Restrictive Covenants. In exchange for good and valuable consideration, including the Units granted herein, the sufficiency of which is acknowledged, the Participant agrees as follows (the “Restrictive Covenants”):

(i)            Non-Competition and Non-Solicitation. During the period of the Participant’s Service and for one (1) year following the termination thereof, the Participant shall not and shall cause each of his or her Affiliates not to:

(A)            enter into or engage in any business that competes with the Business within the Restricted Territory;

(B)            solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business within the Restricted Territory;

(C)            counsel, promote or assist, financially or otherwise, any person engaged in any business that competes with the Business within the Restricted Territory; or

(D)            solicit, divert, entice or otherwise take away any employees, customers, former customers, active prospects, business, patronage or orders of the Company or any Subsidiary within the Restricted Territory or attempt to do so.

(ii)            Non-Disparagement. The Participant shall not, during the period of his or her Service or at any time thereafter, disparage, denigrate or harass the Company, any of its Affiliates or any of their respective agents, employees, managers, shareholders, directors, officers, or partners.

(iii)           Other Covenants. For the avoidance of doubt, the Restrictive Covenants are in addition to, and not in lieu of, any restrictive covenants to which the Participant may otherwise be subject, whether under the terms of his or her employment or services agreement or otherwise.

(iv)           Acknowledgement. The Participant acknowledges that these Restrictive Covenants are reasonably necessary to protect the Company’s and its clients’ and business partners’ legitimate business interests. The Participant also acknowledges that by serving in his or her position with the Company or its Affiliates, he or she is in an executive or management level position and has been entrusted with access to trade secrets and confidential information that, if made available to non-Company employees, would cause irreparable harm to the Company because of the significant time, effort and expense the Company expended in developing such trade secrets and confidential information.

(b)            Definitions. For purposes of this Agreement:

(i)            “Business” means the electrical, plumbing, heating, ventilation and air conditioning construction and/or service business as a mechanical, plumbing or electrical sub-contractor, or any other business in which the Company is significantly engaged, as such businesses exist or are about to exist as part of a Board approved business plan as of the Participant’s date of termination; and

(ii)            “Restricted Territory” means each State within the United States in which the Company does Business as of the date of the Participant’s termination of Service.

(c)            Reasonableness of Restrictions. The Participant agrees that the scope and duration of the Restrictive Covenants are reasonable and necessary to protect the legitimate business interests of the Company. The Participant also agrees that these Restrictive Covenants will not preclude the Participant from obtaining other gainful employment in his or her profession.

(d)           Remedies for Breach.

(i)             Forfeiture of Award. In the event of the Participant’s breach of any of the Restrictive Covenants, the Units (whether vested or unvested) shall immediately be forfeited.

(ii)            Recovery of Shares. In the event of the Participant’s breach of any of the Restrictive Covenants, the Company shall be entitled to recover any Shares acquired upon the vesting of the Units and, if the Participant has previously sold any Shares derived from the Units, the Company shall also have the right to recover from the Participant the economic value thereof.

(iii)           Other Relief. In the event of the Participant’s actual or threatened breach of this Agreement, the Participant agrees that the Company will be entitled to provisional and injunctive relief in addition to any other available remedies at law or equity.

7.            Nontransferability of Units.

The Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or, on such terms and conditions as the Committee shall establish, to a permitted transferee.

8.            Beneficiary Designation.

The Participant may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan and this Agreement is to be exercised in case of his or her death. Each designation will revoke all prior designations by the Participant, shall be in a form reasonably prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his or her lifetime.

9.            Transfer of Data.

The Participant consents to the Company or any Affiliate thereof processing data relating to the Participant for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data relating to the Participant. The Company may make such information available to any Affiliate thereof, those who provide products or services to the Company or any Affiliate thereof (such as advisers and payroll administrators), regulatory authorities, potential purchasers of the Company or the business in which the Participant works, and as may be required by law.

10.          Securities Law Requirements.

(a)            The Units are subject to the further requirement that, if at any time the Committee determines in its discretion that the listing or qualification of the Shares subject to the Units under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the issuance of Shares under it, then Shares will not be issued under the Units, unless the necessary listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

(b)            No person who acquires Shares pursuant to the Units reflected in this Agreement may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the “1933 Act”)) sell the Shares, unless the offer and sale is made pursuant to (i) an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) an appropriate exemption from the registration requirements of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act. With respect to individuals subject to Section 16 of the Exchange Act, transactions under this Agreement are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this Agreement or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void.

11.          No Guarantee of Continued Service.

Nothing in the Plan or in this Agreement shall interfere with or limit in any way the right of the Company or an Affiliate thereof to terminate the Participant’s Service at any time or confer upon the Participant any right to continued Service.

12.          Interpretation; Construction; Entire Agreement.

Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control. The Plan and this Agreement (including any exhibit and attachments hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. This Agreement shall be automatically binding upon and inure to the benefit of the parties’ heirs, administrators, representatives, executors, successors and assigns. Notwithstanding the foregoing or anything else contrary herein or in the Plan, to the extent the Participant is a Covered Executive (as the term is defined in the Severance Plan (as defined below)) in the Limbach Holdings, Inc. Executive Severance and Change in Control Plan dated as of January 1, 2025, as then amended (the “Severance Plan”), this Award will be construed and interpreted to give any such Covered Executive the rights and remedies as are set forth in the Severance Plan. In addition, this Agreement shall be subject to the terms and conditions of any clawback policy, policy of recoupment or recovery of compensation adopted by the Company from time to time (as such policy may be amended) and is further subject to the requirements of any applicable law with respect to the recoupment or recovery of incentive compensation. The Participant hereby agrees to be bound by the requirements of this paragraph. The recoupment or recovery of such incentive compensation may be made by the Company or the Subsidiary that employed the Participant.

13.          Amendments.

The Committee may, in its sole discretion, at any time and from time to time, alter or amend this Agreement and the terms and conditions of the unvested portion of the Units (but not any portion of the Units that has previously vested) in whole or in part, including without limitation, amending the criteria for vesting set forth in Section 1 hereof and substituting alternative vesting criteria; provided that such alteration, amendment, suspension or termination shall preserve the economic value, as determined by the Committee in its sole good faith discretion, of the previously granted Units. The Company shall give written notice to the Participant of any such alteration or amendment of this Agreement as promptly as practicable after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Participant.

14.          Miscellaneous.

(a)            Notices. All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered personally, (B) mailed, certified or registered mail with postage prepaid, (C) sent by next-day or overnight mail or delivery, or (D) transmitted by e-mail, as follows:

(i)

If to the Company:

Limbach Holdings, Inc.

797 Commonwealth Drive, Warrendale, PA 15086

Attention: Melissa DiMuro, Chief People & Culture Officer

Phone: 513.508.8829

Email: melissa.dimuro@limbachinc.com

(ii)

If to the Participant, to the Participant’s last known home address,

or to such other person or address as any party shall specify by notice in writing to the Company. All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day after such delivery, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by email, on the day transmitted, provided, that such transmission is confirmed.

(b)            Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(c)            No Guarantee of Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

(d)            Waiver. Either party hereto may by written notice to the other (i) extend the time for the performance of any of the obligations or other actions of the other under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other contained in this Agreement and (iii) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of either party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder.

(e)            Code Section 409A Compliance. Notwithstanding any provision of this Agreement, to the extent that the Committee determines that any portion of the Units granted under this Agreement is subject to Code Section 409A and fails to comply with the requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Units in order to cause such portion of the Units to either not be subject to Code Section 409A or to comply with the applicable provisions of such section.

(f)            Applicable Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws.

(g)            Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(h)            Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

— Signature page follows —

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first above written.

	LIMBACH HOLDINGS, INC.

	By:	/s/ Melissa DiMuro
	Name:	Melissa DiMuro
	Title:	Chief People, Culture & Marketing Officer

Notwithstanding anything in this Agreement or in the Plan to the contrary, the Committee hereby reserves the right, in its sole discretion, to terminate and cancel this Award if the Participant fails to countersign below and return an executed copy of this Agreement to the Company on or prior to [DATE].

	PARTICIPANT


	Name: [NAME]

SCHEDULE A

Performance Goals for Performance-Based Restricted Stock Units

The Performance-Based Restricted Stock Units awarded hereunder shall vest, if at all, based on the Company TSR (as defined below) during the Performance Period (as defined below) relative to the TSR of the Benchmark Index (as defined below), subject to the terms and conditions of the Plan, the Agreement and this Schedule A. Schedule A represents the “Performance Goals.” Capitalized terms not explicitly defined in this Exhibit A shall have the same meanings given to them in the Plan or the Agreement, as applicable.

Performance Criteria Definitions. For purposes of this Schedule A, the following definitions shall apply to the capitalized terms set forth below (except as otherwise specified in this Schedule A).

“Benchmark Index” shall mean the Russell 2000 Index.

“Benchmark TSR” shall mean the total shareholder return of the Benchmark Index, expressed as a percentage and calculated based on the change in index price over the Performance Period, where the beginning price for purposes of the calculation is the average closing price over the 20 consecutive Trading Days ending on the last Trading Day prior to the first day of the Performance Period and the ending price for purposes of the calculation is based on the average closing trading price over the 20 consecutive Trading Days ending on the last Trading Day prior to the last day of the Performance Period, and assuming cash dividends are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date.

“Company TSR” shall mean the total shareholder return of the Common Stock, expressed as a percentage and calculated based on the change in the price of one share of Common Stock (as adjusted as necessary under Section 5 of the Plan) over the Performance Period, where the beginning share price for purposes of the calculation is the average closing trading price over the 20 consecutive Trading Days ending on the last Trading Day prior to the first day of the Performance Period and the ending share price for purposes of the calculation is based on the average closing trading price over the 20 consecutive Trading Days ending on the last Trading Day prior to the last day of the Performance Period, and assuming cash dividends (if any) are immediately reinvested in Common Stock of the Company using the closing market price on the dividend payment date.

“Relative TSR” shall mean the percentage points obtained by subtracting the Company TSR from the Benchmark TSR, which such number may be a negative number.

Relative TSR (as a %) = Company TSR (as a %) - Benchmark TSR (as a %)

“Performance Period” means January 1, 202[5] through December 31, 202[7].

“Trading Day” shall mean any day on which the stock exchange or market on which shares of the Company’s Common Stock is listed is open for regular trading.

A-1

Determination of Shares of Common Stock Issued; Achievement Percentage. Following the end of the Performance Period, the Achievement Percentage for the Performance Period will be determined by the Committee based on the Relative TSR for such Performance Period in accordance with the following table, with the Achievement Percentage determined using linear interpolation for Relative TSR performance between the Threshold level and the Target level or the Target level and the Maximum level.

Performance Level	Relative TSR as a %	Achievement Percentage (% of Units) (the Units listed in section 1(a) of the Agreement are multiplied by the % below (using linear interpolation) to determine the number of Shares actually issued) (rounded up to the nearest whole share)
Below Threshold	Less than -30 percentage points¹(i.e., performance worse than -30 percentage points)	0%

Threshold	Equal to or greater than -30 percentage points (i.e., performance is better than -30 percentage points until performance is equal to or is greater than 10 percentage points)	50%

Target	Equal to or greater than 10 percentage points (i.e., performance is better than 10 percentage points until performance is equal to or greater than 50 percentage points)	100%

Maximum	Equal to or greater than 50 percentage points	150%

In the event that the Company’s absolute TSR performance is negative over the Performance Period as determined by the Committee, the percentage of Achievement Percentage shall be capped at 100% (Target) regardless of the actual Achievement Percentage as calculated (i.e., a negative absolute TSR performance of the Company over the Performance Period will cap the Achievement Percentage at 100%). In addition, in no event will the Achievement Percentage under this Agreement be greater than 150%.

Consistent with the terms of the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the terms of the Plan or the Agreement, including this Schedule A shall be within the sole discretion of the Committee, and shall be final, conclusive, and binding upon all persons, including the Participant.

Vesting Date. Subject to Section 3 of the Agreement, the Performance-Based Restricted Stock Units and the Shares hereunder shall vest on the date (the Vesting Date) that the Committee certifies the Relative TSR hereunder and determines the number of Performance-Based Restricted Stock Units and the Shares that are issuable hereunder upon vesting (which will be as soon as administratively practicable following the end of the Performance Period, but in no event later than March 15, 20[28]). The payment hereunder, if any, will be made in accordance with Section 4 of the Agreement.

¹For the avoidance of doubt, negative numbers that are less than negative 30 percent result in a zero Achievement Percentage.

A-2

Exhibit 10.3

Form of Time-Based Award for Executives

Limbach Holdings, Inc. Omnibus Incentive Plan

TIME-Based RESTRICTED STOCK UNIT AGREEMENT

This TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of January 1, 2025, (the “Grant Date”) by and between Limbach Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”), pursuant to the Limbach Holdings, Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

WHEREAS, the Company has adopted the Plan in order to effect such Awards; and

WHEREAS, the Participant is an Eligible Recipient as contemplated by the Plan, and the Committee has determined that it is in the interest of the Company to grant this Award to the Participant.

NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto agree as follows:

1.             Grant and Vesting of Restricted Stock Units.

(a)           As of the Grant Date, the Participant will be credited with [______] time-vesting Restricted Stock Units (the “Units”). Each Unit is a notional amount that represents one unvested Share and constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of a Share if and when the Unit vests. The number of Units subject to this Award may be adjusted in any manner as contemplated by Section 5 of the Plan. The vesting of the Units shall be measured from January 1, 2025, (the “Vesting Commencement Date”).

(b)           The Units shall vest in equal annual installments on each of the first (1^st), second (2^nd) and third (3^rd) anniversaries of the Vesting Commencement Date (each, a “Vesting Date”) and be payable in accordance with Section 4 subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director or Consultant (“Service”), from the Vesting Commencement Date through the applicable Vesting Date, except as may otherwise be provided in the Participant’s employment or other services agreement with the Company (if applicable).

2.             Rights as a Stockholder.

(a)           Unless and until a Unit has vested and the Share underlying it has been distributed to the Participant, the Participant will not be entitled to vote in respect of that Unit or that Share.

(b)           Except as provided in this Section 2 or as otherwise required by law, the Participant shall not have any rights as a stockholder with respect to any Shares covered by the Units granted hereunder prior to the date on which he or she is recorded as the holder of those Shares on the records of the Company.

3.             Termination of Service and Change in Control.

(a)           Except as provided in this Section 3, as may otherwise be provided in the Participant’s employment or other services agreement with the Company or as may otherwise be determined by the Committee in its discretion, the Participant shall immediately forfeit all unvested Units upon a termination of Service occurring for any reason.

(b)           Notwithstanding anything contained in this Agreement to the contrary, if the Participant’s Service is terminated by the Company for Cause, the Committee may, in its discretion, determine that all vested and unvested Units shall be automatically forfeited as of the date of termination, and require the Participant to pay to the Company in cash any financial gain he or she received with respect to vested Units within the twelve (12) month period immediately preceding such conduct constituting Cause.

(c)           In the event of a Change in Control, to the extent the successor entity in the Change in Control does not assume the award of Units or substitute the awards with an equivalent award on terms that are no less favorable to the Participant, the Units granted hereunder will vest immediately in full upon the effective date of the Change in Control and be payable in accordance with Section 4.

(d)           In the event of a Change in Control, to the extent the successor entity in the Change in Control assumes the award of Units or substitutes the award with an equivalent award on terms that are no less favorable to the Participant, the Units granted hereunder will vest immediately in full upon the effective date of a termination of the Participant’s Service by the Company without Cause or by the Participant for Good Reason (as defined in the Participant’s employment, severance protection agreement or similar agreement, provided that if no such agreement exists or no definition of Good Reason is provided therein, then Good Reason shall not exist).

4.             Timing and Form of Payment.

Once a Unit vests, the Participant will be entitled to receive a Share in its place or, in the Committee’s discretion, an equivalent amount in cash (or partly in cash and partly in Shares). Delivery of the Shares or cash, as applicable, will be made as soon as administratively feasible following the vesting of the associated Unit, and in no event later than the seventy fifth (75^th) day following the applicable Vesting Date. Any Shares paid will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership of the Shares at that time.

5.             Tax Withholding.

(a)           Participant understands that under United States federal tax laws in effect on the Grant Date, Participant will have taxable compensation income at the time of vesting of the Units based on the Fair Market Value of the underlying Shares on each Vesting Date. Participant is ultimately responsible for all taxes owed in connection with the Award (e.g., at grant, vesting or upon receipt of the Shares), including any federal, state, local or foreign taxes of any kind required by law to be withheld by the Company or any of its Subsidiaries in connection with the Award, including FICA or any other tax obligation (the “Tax Withholding Obligation”), regardless of any action the Company or any of its Subsidiaries take with respect to any such Tax Withholding Obligation. The Company makes no representation or undertaking regarding the adequacy of any tax withholding made in connection with the Award. The Company has no obligation to deliver Shares pursuant to the Award until Participant has satisfied the Tax Withholding Obligation.

(i)

(ii)

Remit directly to the Company the cash amount necessary to cover the payment of such Tax Withholding Obligation, as of such date;

(iii)

(iv)

Remit any remaining funds to Participant.

As of the date of execution of this Agreement, Participant represents and warrants that Participant is not aware of any material nonpublic information with respect to the Company or any securities of the Company; are not subject to any legal, regulatory or contractual restriction that would prevent the Agent from conducting sales as provided herein; do not have, and will not attempt to exercise, authority, influence or control over any sales of Shares effected pursuant to this Section 5(b); and are entering into this Section 5(b) of this Award Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading of the Company’s securities on the basis of material nonpublic information) under the Exchange Act. It is the intent of the parties that this Section 5(b) comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Award Agreement will be interpreted to comply with the requirements of Rule 10b5-1(c) of the Exchange Act.

Participant understands that the Agent may effect sales as provided in clause (i) above jointly with sales for other employees of the Company and that the average price for executions resulting from bunched orders will be assigned to Participant’s account. Participant acknowledges that neither the Company nor the Agent is under any obligation to arrange for such sales at any particular price, and that the proceeds of any such sales may not be sufficient to satisfy Participant’s Tax Withholding Obligation. In addition, Participant acknowledges that it may not be possible to sell Shares as provided by this Section 5(b) due to (1) a legal or contractual restriction applicable to Participant or the Agent, (2) a market disruption, or (3) rules governing order execution priority on the Nasdaq Stock Market or other exchange where the Shares may be traded. In the event of the Agent’s inability to sell any Shares or that number of Shares sufficient to cover Participant’s Tax Withholding Obligation, Participant will continue to be responsible for payment to the Company of all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld.

Participant acknowledges that regardless of any other term or condition of this Award Agreement, neither the Agent nor the Company will be liable to Participant for (1) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond the Agent’s reasonable control.

Participant hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent or the Company reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 5(b). The Agent is a third party beneficiary of this Section 5(b).

Notwithstanding the foregoing terms of this Section 5(b), if Participant is subject to “blackout periods” under the Company’s Insider Trading Policy and Participant executes the Award Notice during a “blackout period,” Participant’s agreement to the terms of this Section 5(b) will not be deemed effective and Participant will be required to and responsible for ensuring that Participant agrees to the terms of this Section 5(b) at a time that is outside of a “blackout period.”

(c)           Notwithstanding the foregoing, to the maximum extent permitted by law, the Company has the right to retain without notice from Shares issuable under the Award or from salary or other amounts payable to Participant, a number of whole Shares or cash having a value sufficient to satisfy the Tax Withholding Obligation, and Participant hereby authorize the Company to do so (which Shares may be withheld up to the applicable minimum required tax withholding rate or such other applicable rate to avoid adverse treatment for financial accounting purposes).

(d)           (d) Furthermore, Participant acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Withholding Obligations or tax treatment in connection with any aspect of the Award, including but not limited to, the grant, vesting, the issuance of Shares upon vesting, the subsequent sale of Shares acquired pursuant to the Award and the receipt of any dividends, and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax Withholding Obligations or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax Withholding Obligations in more than one jurisdiction.

6.             Non-Competition, Non-Solicitation and Non-Disparagement.

(A)            enter into or engage in any business that competes with the Business within the Restricted Territory;

(B)            solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business within the Restricted Territory;

(C)             counsel, promote or assist, financially or otherwise, any person engaged in any business that competes with the Business within the Restricted Territory; or

(D)            solicit, divert, entice or otherwise take away any employees, customers, former customers, active prospects, business, patronage or orders of the Company or any Subsidiary within the Restricted Territory or attempt to do so.

(ii)           Non-Disparagement. The Participant shall not, during the period of his or her Service or at any time thereafter, disparage, denigrate or harass the Company, any of its Affiliates or any of their respective agents, employees, managers, shareholders, directors, officers, or partners.

(iii)          Other Covenants. For the avoidance of doubt, the Restrictive Covenants are in addition to, and not in lieu of, any restrictive covenants to which the Participant may otherwise be subject, whether under the terms of his or her employment or services agreement or otherwise.

(iv)          Acknowledgement. The Participant acknowledges that these Restrictive Covenants are reasonably necessary to protect the Company’s and its clients’ and business partners’ legitimate business interests. The Participant also acknowledges that by serving in his or her position with the Company or its Affiliates, he or she is in an executive or management level position and has been entrusted with access to trade secrets and confidential information that, if made available to non-Company employees, would cause irreparable harm to the Company because of the significant time, effort and expense the Company expended in developing such trade secrets and confidential information.

(b)           Definitions. For purposes of this Agreement:

(ii)           “Restricted Territory” means each State within the United States in which the Company does Business as of the date of the Participant’s termination of Service.

(c)           Reasonableness of Restrictions. The Participant agrees that the scope and duration of the Restrictive Covenants are reasonable and necessary to protect the legitimate business interests of the Company. The Participant also agrees that these Restrictive Covenants will not preclude the Participant from obtaining other gainful employment in his or her profession.

(d)           Remedies for Breach.

(i)            Forfeiture of Award. In the event of the Participant’s breach of any of the Restrictive Covenants, the Units (whether vested or unvested) shall immediately be forfeited.

(ii)           Recovery of Shares. In the event of the Participant’s breach of any of the Restrictive Covenants, the Company shall be entitled to recover any Shares acquired upon the vesting of the Units and, if the Participant has previously sold any Shares derived from the Units, the Company shall also have the right to recover from the Participant the economic value thereof.

(iii)          Other Relief. In the event of the Participant’s actual or threatened breach of this Agreement, the Participant agrees that the Company will be entitled to provisional and injunctive relief in addition to any other available remedies at law or equity.

7.             Nontransferability of Units.

8.             Beneficiary Designation.

9.             Transfer of Data.

10.           Securities Law Requirements.

(a)           The Units are subject to the further requirement that, if at any time the Committee determines in its discretion that the listing or qualification of the Shares subject to the Units under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the issuance of Shares under it, then Shares will not be issued under the Units, unless the necessary listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

(b)           No person who acquires Shares pursuant to the Units reflected in this Agreement may, during any period of time that person is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the “1933 Act”)) sell the Shares, unless the offer and sale is made pursuant to (i) an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) an appropriate exemption from the registration requirements of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act. With respect to individuals subject to Section 16 of the Exchange Act, transactions under this Agreement are intended to comply with all applicable conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of this Agreement or action by the Committee fails to so comply, the Committee may determine, to the extent permitted by law, that the provision or action will be null and void.

11.           No Guarantee of Continued Service.

12.           Interpretation; Construction; Entire Agreement.

13.           Amendments.

14.           Miscellaneous.

(i)

If to the Company:

Limbach Holdings, Inc.

797 Commonwealth Drive, Warrendale, PA 15086

Attention: Melissa DiMuro, Chief People & Culture Officer

Phone: 513.508.8829

Email: melissa.dimuro@limbachinc.com

(ii)

If to the Participant, to the Participant’s last known home address,

(b)           Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(c)           No Guarantee of Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

(d)           Waiver. Either party hereto may by written notice to the other (i) extend the time for the performance of any of the obligations or other actions of the other under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other contained in this Agreement and (iii) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of either party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder.

(e)           Code Section 409A Compliance. Notwithstanding any provision of this Agreement, to the extent that the Committee determines that any portion of the Units granted under this Agreement is subject to Code Section 409A and fails to comply with the requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Units in order to cause such portion of the Units to either not be subject to Code Section 409A or to comply with the applicable provisions of such section.

(g)           Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(h)           Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

— Signature page follows —

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first above written.

	LIMBACH HOLDINGS, INC.

	By:	/s/ Melissa DiMuro
	Name:	Melissa DiMuro
	Title:	Chief People, Culture & Marketing Officer

	PARTICIPANT

	Name: [NAME]

Signature page to Time-Based Restricted Stock Unit Agreement

Cover	Jan. 01, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2025
Entity File Number	001-36541
Entity Registrant Name	LIMBACH HOLDINGS, INC.
Entity Central Index Key	0001606163
Entity Tax Identification Number	46-5399422
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	797 Commonwealth Drive
Entity Address, City or Town	Warrendale
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15086
City Area Code	412
Local Phone Number	359-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	LMB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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