Management Incentive Plans

The Company initially adopted the Omnibus Incentive Plan on July 20, 2016 for the purpose of: (a) encouraging the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) giving participants an incentive for excellence in individual performance; (c) promoting teamwork among participants; and (d) giving the Company a significant advantage in attracting and retaining key employees, directors and consultants. To accomplish such purposes, the Omnibus Incentive Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and restricted stock units), other share based awards, other cash-based awards or any combination of the foregoing.

Following the amendment and restatement of the Omnibus Incentive Plan upon approval of the Company's stockholders on May 30, 2019, the Company has reserved a total of 1,150,000 shares of its common stock for issuance under the Omnibus Incentive Plan. The number of shares issued or reserved pursuant to the Omnibus Incentive Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in the Company’s common stock. In connection with the grant of an award, the plan administrator may provide for the treatment of such award in the event of a change in control. All awards are made in the form of shares only.

Service-Based Awards

In 2020, the Company granted 103,700 service-based RSUs to its executives, certain employees, and non-employee directors under the Omnibus Incentive Plan.

The following table summarizes our service-based RSU activity for the three months ended March 31, 2020:



	Awards		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2019	328,575		$	7.83
Granted	103,700		3.78
Vested	(112,905	)	8.99
Forfeited	(1,128	)	8.87
Unvested at March 31, 2020	318,242		$	6.09

Performance-Based Awards

In 2020, the Company granted 84,500 performance-based RSUs (“PRSUs”) to its executives and certain employees under the Omnibus Incentive Plan. The Company will recognize stock-based compensation expense for these awards over the vesting period based on the projected probability of achievement of certain performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the three months ended March 31, 2020 and 2019, the Company did not recognize any stock-based compensation expense related to any outstanding PRSUs.

The following table summarizes our PRSU activity for the three months ended March 31, 2020:



	Awards		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2019	62,307		$	12.62
Granted	84,500		3.78
Vested	—		—
Forfeited	(6,000	)	13.51
Unvested at March 31, 2020	140,807		$	7.28

Market-Based Awards

The following table summarizes our market-based RSU (“MRSUs”) activity for the three months ended March 31, 2020:



	Awards		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2019	125,000		$	6.58
Granted	—		—
Vested	—		—
Forfeited	(12,500	)	6.58
Unvested at March 31, 2020	112,500		$	6.58

Total recognized stock-based compensation expense amounted to $0.3 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively. The aggregate fair value as of the vest date of RSUs that vested during the three months ended March 31, 2020 and 2019 was $0.4 million and $0.2 million, respectively. Total unrecognized stock-based compensation expense related to unvested RSUs which are probable of vesting was $0.8 million at March 31, 2020. These costs are expected to be recognized over a weighted average period of 1.32 years.

Upon approval of the Company's stockholders on May 30, 2019, the Company adopted the Limbach Holdings, Inc. 2019 Employee Stock Purchase Plan (“the ESPP”). On January 1, 2020, the ESPP went into effect. The ESPP enables eligible employees, as defined by the ESPP, the right to purchase the Corporation's common stock through payroll deductions during consecutive subscription periods at a purchase price of 85% of the fair market value of a common share at the end of each offering period. Annual purchases by participants are limited to the number of whole shares that can be purchased by an amount equal to ten percent of the participant's compensation or $5,000, whichever is less. Each offering period of the ESPP lasts six months, commencing on January 1st and July 1st of each year. The amounts collected from participants during a subscription period are used on the exercise date to purchase full shares of common stock. Participants may withdraw from an offering before the exercise date and obtain a refund of amounts withheld through payroll deductions. Compensation cost, representing the 15% discount applied to the fair market value of common stock, is recognized on a straight-line basis over the six-month vesting period during which employees perform related services. Under the ESPP 500,000 shares are authorized to be issued. As of March 31, 2020, no shares have been issued under the ESPP.