LIMBACH HOLDINGS, INC. (NASDAQ:LMB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Equity Grants to Named Executive Officers
On August 30, 2017, the Compensation Committee of the Board of Directors of Limbach Holdings, Inc. (the “Company”) granted 50,000 performance-based restricted stock units (“RSUs”) and 50,000 service-based RSUs to Charles A. Bacon, III, the Company’s President and Chief Executive Officer, under the terms of an “inaugural” RSU award to executives (the “Inaugural RSU Award”). In addition, the Compensation Committee also granted to Mr. Bacon 17,500 performance-based RSUs and 17,500 service-based RSUs under the terms of an annual long-term incentive RSU award (the “LTI RSU Award”).
Also on August 30, 2017, the Compensation Committee granted to each of John T. Jordan, Jr., the Company’s Chief Financial Officer, and Kristopher Thorne, the Company’s Chief Operations Officer, 12,500 performance-based RSUs and 12,500 service-based RSUs under the terms of an Inaugural RSU Award and 6,000 performance-based RSUs and 6,000 service-based RSUs under the terms of an LTI RSU Award.
The terms of the RSU grants to the named executive officers are further described below under “Approval of New Forms of Award Agreement.”
Approval of New Forms of Award Agreement
On August 30, 2017, the Compensation Committee approved and adopted four new forms of award agreements (the “Award Agreements”) for grants of RSUs under the Limbach Holdings, Inc. Omnibus Incentive Plan (the “Plan”) to executive officers, non-executive employees and non-employee directors, including for Inaugural RSU Awards and LTI RSU Awards to the named executive officers. The Award Agreements will be used for Plan awards made on or after August 30, 2017.
The form of Award Agreement for Inaugural RSU Awards to the Company’s executive officers provides for the grant of both service-based and performance-based RSUs. The service-based RSUs vest in three equal installments beginning on the “vesting commencement date” for the award (being August 1, 2016), subject to the participant’s continuous service with the Company through the respective vesting date. The performance-based RSUs vest based upon the achievement of a price target for the Company’s common stock on the Nasdaq Capital Market (or other principal securities exchange on which the Company’s stock is then listed) after the second anniversary but before the fifth anniversary of the vesting commencement date.
The form of Award Agreement for LTI RSU Awards to the Company’s executive officers also provides for the grant of both service-based and performance-based RSUs. The service-based RSUs vest in three equal annual installments, subject to the participant’s continuous service with the Company through the respective vesting date. The performance-based RSUs vest based upon the achievement of earnings per share and EBITDA margin targets over a three-year performance period. The three-year performance period for the initial grants is the period from January 1, 2017 through December 31, 2019. The Company must achieve at least a threshold level of performance before any performance-based RSUs will vest. Participants may earn up to 150% of the performance-based RSUs for achievement at or above the maximum performance level.
The form of Award Agreement for annual awards to the Company’s officers below the executive level provides for the grant of service-based RSUs, which vest in three equal annual installments, subject to the participant’s continuous service with the Company through the respective vesting date.
The form of Award Agreement for non-employee directors also provides for the grant of service-based RSUs, which vest in three equal annual installments, subject to the non-employee director’s continuous service with the Company through the respective vesting date.
Each of the Award Agreements provide that unvested RSUs will be forfeited upon termination of service for any reason and, in the event of termination for “cause”, all vested and unvested RSUs will be immediately forfeited for no consideration, and any financial gain received for RSUs that vested within the twelve month period immediately preceding the conduct constituting cause will be required to be repaid to the Company.
In the event of a change in control of the Company, if the awards are not assumed by the successor entity, service-based RSUs will vest in full, and performance-based RSUs will vest based on the achievement of the applicable performance goals as of the effective date of the change in control. If the awards are assumed or substituted for an equivalent award by the successor entity in the change in control, if the participant’s service with the Company is terminated without “cause” or for “good reason” (each as defined in the participant’s employment, severance protection agreement or similar agreement), the service-based RSUs will vest in full and the performance-based RSUs will vest based on the achievement of the applicable performance goals as of the service termination date.
The Award Agreements for employees include a non-solicitation of employees covenant that applies during the participant’s service and for one year following termination of service. In addition, where permitted by applicable law, the Award Agreements for employees include customary non-competition and non-solicitation of customers and clients covenants that apply during the participant’s service and for one year following termination of service. The Award Agreement for non-employee directors include customary non-solicitation of customers, clients and employees covenants that apply during the director’s service and for one year following termination of service. All of the Award Agreements also include a customary non-disparagement provision.
The Award Agreements are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, which Exhibits we incorporate herein by reference. The foregoing description of the Award Agreements is qualified in its entirety by reference to the Award Agreements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Limbach Holdings, Inc. ExhibitEX-10.1 2 v474695_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Form of Inaugural Award for Executives Limbach Holdings,…To view the full exhibit click here