Long-Term Incentive Plan

6 Months Ended

Jun. 30, 2011

Long-Term Incentive Plan

Long-Term Incentive Plan

11. 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, as of June 30, 2011, permits the grant of awards covering an aggregate of 4.7 million of our limited partner units. The remaining units available under the LTIP at June 30, 2011 total 1.6 million. The compensation committee of our general partner's board of directors administers the LTIP.

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

	Three Months Ended June 30, 2010						Six Months Ended June 30, 2010
	Equity Method		Liability Method		Total		Equity Method		Liability Method		Total
2007 awards	$	—	$	—	$	—	$	—	$	6	$	6
2008 awards	462		163		625		2,925		1,269		4,194
2009 awards	350		186		536		700		460		1,160
2010 awards	453		128		581		909		258		1,167
Retention awards	208		—		208		382		—		382
Total	$	1,473	$	477	$	1,950	$	4,916	$	1,993	$	6,909

	Three Months Ended June 30, 2011						Six Months Ended June 30, 2011
	Equity Method		Liability Method		Total		Equity Method		Liability Method		Total
2009 awards	$	2,308	$	1,583	$	3,891	$	3,235	$	2,205	$	5,440
2010 awards	387		165		552		1,337		519		1,856
2011 awards	562		144		706		1,124		289		1,413
Retention awards	118		—		118		308		—		308
Total	$	3,375	$	1,892	$	5,267	$	6,004	$	3,013	$	9,017

In January 2011, the cumulative amounts of the 2008 LTIP awards were settled by issuing 252,746 limited partner units and distributing those units to the LTIP participants. The minimum tax withholdings associated with this settlement and employer taxes of $7.4 million and $0.9 million, respectively, were paid in January 2011.

In January 2011, the compensation committee of our general partner's board of directors approved 148,670 phantom unit awards pursuant to our LTIP. These awards have a three-year vesting period that will end on December 31, 2013.