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 June 30, 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						Six Months Ended
	June 30, 2013						June 30, 2013
	Equity Method		Liability Method		Total		Equity Method		Liability Method		Total
Performance/market-based awards:
2010 awards	$	—	$	—	$	—	$	121	$	73	$	194
2011 awards	2,120		1,076		3,196		3,103		2,223		5,326
2012 awards	826		370		1,196		1,707		981		2,688
2013 awards	733		198		931		1,459		387		1,846
Retention awards	103		—		103		228		—		228
Total	$	3,782	$	1,644	$	5,426	$	6,618	$	3,664	$	10,282

Allocation of LTIP expense on our consolidated statements of income:
G&A expense					$	5,317					$	9,802
Operating expense					109						480
Total					$	5,426					$	10,282



	Three Months Ended						Six Months Ended
	June 30, 2014						June 30, 2014
	Equity Method		Liability Method		Total		Equity Method		Liability Method		Total
Performance/market-based awards:
2012 awards	$	1,022	$	1,617	$	2,639	$	2,044	$	2,541	$	4,585
2013 awards	2,195		1,305		3,500		3,376		1,853		5,229
2014 awards	1,228		—		1,228		2,132		—		2,132
Retention awards	298		—		298		807		—		807
Total	$	4,743	$	2,922	$	7,665	$	8,359	$	4,394	$	12,753

Allocation of LTIP expense on our consolidated statements of income:
G&A expense					$	7,486					$	12,460
Operating expense					179						293
Total					$	7,665					$	12,753

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.