Long-Term Incentive Plan

We have a long-term incentive plan (“LTIP”) for certain of our employees and for directors of our general partner. The LTIP primarily consists of phantom units and permits the grant of awards covering an aggregate payout of 9.4 million of our limited partner units. The estimated units available under the LTIP at March 31, 2014 total 1.8 million. The compensation committee of our general partner’s board of directors administers our LTIP.

Our equity-based incentive compensation expense was as follows (in thousands):



	Three Months Ended
	March 31, 2013
	Equity Method		Liability Method		Total
Performance/market-based awards:
2010 awards	$	121	$	73	$	194
2011 awards	983		1,147		2,130
2012 awards	881		611		1,492
2013 awards	726		189		915
Retention awards	125		—		125
Total	$	2,836	$	2,020	$	4,856

Allocation of LTIP expense on our consolidated statements of income:
G&A expense					$	4,485
Operating expense					371
Total					$	4,856



	Three Months Ended
	March 31, 2014
	Equity Method		Liability Method		Total
Performance/market-based awards:
2012 awards	1,022		924		1,946
2013 awards	1,181		548		1,729
2014 awards	904		—		904
Retention awards	509		—		509
Total	$	3,616	$	1,472	$	5,088

Allocation of LTIP expense on our consolidated statements of income:
G&A expense					$	4,974
Operating expense					114
Total					$	5,088

On February 3, 2014, 178,184 phantom unit awards were issued pursuant to our long-term incentive plan. These grants included both performance-based and retention awards and have a three-year vesting period that will end on December 31, 2016.

On February 3, 2014, we issued 388,819 limited partner units, of which 387,216 were issued to settle unit award grants to certain employees that vested on December 31, 2013 and 1,603 were issued to settle the equity-based retainer paid to a member of our general partner's board of directors.